SEABOARD CORPORATION RETIREE MEDICAL BENEFIT PLAN
AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2009
ARTICLE I.
PURPOSE
The Seaboard Corporation Retiree
Medical Benefit Plan (the
"Plan") was established by Seaboard Corporation
effective March
4, 2005. The primary purpose of the Plan is to
provide medical
benefits not otherwise provided under the
Seaboard Corporation
Health Plan to certain individuals who have
rendered valuable
services to Seaboard Corporation. The Plan is hereby amended
and
restated for the purpose of
adding certain provisions in
compliance with Section 409A of the Internal
Revenue Code of
1986, as amended.
ARTICLE II.
DEFINITIONS
For purposes of this Plan, the
following words and phrases
shall have the meaning indicated below.
2.1 "Benefits" means the
medical benefits provided through
this Plan.
2.2 "Change of Control" means an
event or transaction which
results in one or more of the following:
(a) The acquisition by any person or entity
(other
than by the Company or one of its subsidiaries)
of more than
fifty percent (50%) of either the outstanding shares
of common
stock or the combined voting
power of the Company's then
outstanding voting securities entitled to vote generally
in the
election of directors;
(b)
The liquidation of the Company or the sale of more
than eighty-five percent (85%) of the assets of the Company to
an
unrelated person or entity;
(c)
The approval by the shareholders of the Company of
a reorganization, merger or consolidation with respect
to which
persons who were the stockholders of the
Company immediately
prior to such reorganization, merger or
consolidation do not,
immediately thereafter, own more than fifty percent (50%) of
the
combined voting power entitled to vote generally in the
election
of the directors of the reorganized,
merged or consolidated
entity's then outstanding voting securities; or
(d) The acquisition by any person or entity
(other
than by any descendant of Otto Bresky,
Senior or any trust
established primarily for the benefit of any descendant
of Otto
Bresky, Senior) of more than 50%
of either the membership
interests or the combined voting power of Seaboard Flour, LLC.
2.3 "COBRA" means the
Consolidated Omnibus Reconciliation
Act of 1985 as amended from time to time
and the regulations
thereunder.
2.4 "Code" means
the Internal Revenue Code of 1986, as
amended from time to time, and final Treasury regulations
issued
thereunder.
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2.5 "Committee" means
the committee that administers this
Plan pursuant to Article V.
2.6 "Company"
means Seaboard Corporation, a Delaware
corporation, and its successors and assigns.
2.7 "Company Health
Plan" means the Seaboard Corporation
Health Plan as from time to time amended.
2.8 "Dependent"
means an unmarried child (natural or
adopted) of an Eligible Employee or
of a deceased Eligible
Employee provided such unmarried child is either:
(a)
under 19 years of age and
dependent on the
Eligible Employee (if living) for support and maintenance; or
(b) over 19 years of age and under 25 years of
age,
dependent on the Eligible Employee (if living) for
support and
maintenance, and enrolled as a full-time student (as
determined
by the educational institution) at a high school or
licensed or
accredited school of higher learning; or
(c) over 19 years of age, primarily supported by
the
Eligible Employee (if living) and incapable of
self-sustaining
employment by reason of mental or physical handicap.
2.9 "Effective Date"
means January 1, 2009, the date this
amended and restated Plan is effective.
2.10 "Eligible
Employee" means an Employee or
former
Employee described in Section 3.1 who is eligible
to become a
Participant upon satisfying the requirements for participation
as
set forth herein.
2.110 "Employee" means an employee
of the Employer.
2.12 "Employer" means
the Company and any subsidiary or
affiliate of the Company that participates in this Plan with
the
consent of the Company and employs the Eligible Employee.
2.13 "Family Member"
means (a) a person who is legally
married to (and not legally separated from) a Participant who
is
an Eligible Employee, and (b) any Dependant of a Participant
who
is an Eligible Employee. Family Member also means
(a) a person
who is legally married to (and not legally
separated from) an
Eligible Employee at the time of the Eligible
Employee's death
(whether or not such death occurs prior to the time the
Eligible
Employee becomes a Participant), and (b) any
Dependant of an
Eligible Employee at the time of the Eligible
Employee's death
(whether or not such death occurs prior to the time the
Eligible
Employee becomes a Participant); provided, however, a
Dependant
who is a child of a deceased Eligible Employee shall
not be a
Family Member on and after the date such
Dependant attains 19
years of age except that such Dependant will be a
Family Member
at any time or times such Dependant is (a) under 25 years of
age
and enrolled as a full-time student
(as determined by the
<PAGE> 2
educational institution) at a high
school or licensed or
accredited school of higher learning, or (b) incapable
of self-
sustaining employment by reason of mental or physical
handicap.
If an Eligible Employee ceases to be an Eligible
Employee under
the provisions of Section 3.2, then
any Family Member with
respect to such Eligible Employee shall thereupon cease to
be a
Family Member and no individual shall thereafter become a
Family
Member with respect to such Eligible Employee.
2.14 "Medicare" means the
program of medical care benefits
provided under Title XIX of the Social Security Act of
1965, as
amended from time to time.
2.15 "Participant" means an
Eligible Employee or a Family
Member who receives Benefits under this Plan.
2.16 "Plan" means the Seaboard
Corporation Retiree Medical
Benefit Plan as set forth herein and as from time to time
amended
to the extent permitted hereunder with respect to any
particular
individual.
ARTICLE III.
PARTICIPATION
3.1 Eligibility. All
Employees whose names are listed on
Addendum A attached to this Plan are Eligible Employees as of
the
Effective Date. Any other Employee of
the Company or other
Employer will be an Eligible Employee
if such Employee is
specifically designated as an Eligible Employee in writing
signed
by the Chief Executive Officer of the Company and attached as
an
addendum to this Plan. Once an Employee is an Eligible
Employee
the Employee will remain an Eligible Employee
(even though no
longer an Employee) except as otherwise provided in Section
3.2.
3.2
Loss of Eligibility. If an
Eligible Employee
unlawfully converts to his or her direct or
indirect personal
benefit a material amount of funds of the
Company or of any
subsidiary or affiliate of the
Company, then such Eligible
Employee shall cease to be an Eligible Employee as of the date
of
such conversion.
3.3 Age and
Service Conditions for Participation of
Eligible Employee -- General Rule. An Eligible Employee
may not
become a Participant unless he or she has both (i)
attained age
50, and (ii) completed at least 15 calendar years of
continuous
service as an Employee of the Employer or of any
affiliate or
subsidiary of the Employer.
3.4 Age and
Service Conditions for Participation of
Eligible Employee -- Exceptions. An Eligible Employee may
become
a Participant without having satisfied
the age and service
conditions in Section 3.3 if (a)
the Eligible Employee is
involuntarily terminated by the
Employer (other than under
circumstances described in Section 3.2), or (b) there is a
Change
of Control prior to the Eligible
Employee's termination of
employment with the Employer, or (c) the
Employer no longer
provides medical benefits to
Employees other than benefits
provided under this Plan.
<PAGE> 3
3.5 Commencement
of Participation of Eligible Employee
Following Termination of Employment. An
Eligible Employee who
has terminated employment with the Employer and
who prior to
termination of employment has satisfied the
age and service
conditions under Section 3.3, or who under Section
3.4 is not
required to satisfy the age and service conditions, will become
a
Participant as follows:
(a) If at the time of
the Eligible Employee's
termination of employment with the
Employer, the Eligible
Employee continues to receive medical benefits under the
Company
Health Plan pursuant to the
provisions of COBRA, then the
Eligible Employee will become a Participant upon the
expiration
of the period that such individual is
receivin
