THE J. M. SMUCKER
COMPANY
DEFERRED STOCK UNITS
AGREEMENT
WHEREAS,
«Formal_Name» «Last_Name» (the
“Grantee”) is an employee of The J. M. Smucker Company,
an Ohio corporation, or one of its subsidiaries (hereinafter called
the “Company”); and
WHEREAS, the
Company, The Procter & Gamble Company (“P&G”),
The Folgers Coffee Company, a wholly owned subsidiary of P&G
(“Folgers”), Moon Merger Sub., a wholly owned
subsidiary of the Company, has entered into a Transaction Agreement
(the “Agreement”), dated June 4, 2008, pursuant to
which the Company will acquire Folgers from P&G (the
“Transaction”);
WHEREAS, in
accordance with the provisions of Article V of the Agreement,
the Company has agreed, subject to the closing of the Transaction,
and satisfaction of certain other conditions contained therein and
in the ancillary documents executed in connection with the
Transaction, to make a special one-time grant of deferred stock
units to employees of Folgers and its subsidiaries who reside in
Canada;
WHEREAS, the
Executive Compensation Committee (the “Committee”) of
the Board of Directors of the Company, on October 20, 2008,
authorized this special one-time grant of deferred stock units (as
defined below), subject to the closing of the Transaction and
satisfaction of other conditions precedent to be effective on
November 18, 2008 (the “Date of
Grant”);
WHEREAS, the
execution of an agreement in the form hereof (this
“Agreement”) has been authorized by a resolution of the
Committee of the Board of Directors of the Company, pursuant to The
J. M. Smucker Company 2006 Equity Compensation Plan (the
“Plan”), as of October 20, 2008;
NOW, THEREFORE,
the Company hereby grants to the Grantee
«Deferred_Stock_Units» of Deferred Stock Units
(as defined in the Plan) (the “Deferred Stock Units”),
effective as of the Date of Grant, subject to the terms and
conditions of the Plan and the following additional terms,
conditions, limitations and restrictions.
All terms used
herein with initial capital letters and not otherwise defined
herein that are defined in the Plan shall have the meanings
assigned to them in the Plan.
CERTAIN TERMS OF THE DEFERRED
STOCK UNITS
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1.
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Grant of Deferred Stock
Units . The
Deferred Stock Units covered by this Agreement are granted to the
Grantee effective on the Date of Grant and are subject to and
granted upon the terms, conditions and restrictions set forth in
this Agreement and in the Plan. The Deferred Stock Units shall
become vested in accordance with Section 3 hereof. Each
Deferred Stock Unit shall represent one hypothetical share of
Common Stock, without par value of the Company (the “Common
Stock”) and shall at all times be equal in value to one share
of Common Stock. The Deferred Stock Units will be credited to the
Grantee in an account established for the Grantee until payment in
accordance with Section 4 hereof.
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2.
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Restrictions on Transfer of Deferred
Stock Units . Neither the Deferred Stock Units
granted hereby nor any interest therein or in the Common Stock
related thereto shall be transferable prior to payment other than
by will or pursuant to the laws of descent and distribution (or to
a designated beneficiary in the event of the Grantee’s
death).
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3.
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Vesting of Deferred Stock
Units .
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(a)
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The
Deferred Stock Units shall become vested on the third anniversary
of the Date of Grant, which such date will be November 18,
2011 (the “Vesting Date”), if the Grantee shall have
remained in the continuous employ of the Company or a Subsidiary
during that three (3) year period. Any Deferred Stock Units
not vested will be forfeited, except as provided in Section 3(b)
below, if the Grantee ceases to be continuously employed by the
Company prior to the Vesting Date. Deferred Stock Units may also be
forfeited in the event the Board determines the Grantee has engaged
in Detrimental Activity as such term is defined in the
Plan.
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(b)
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Notwithstanding the provisions of
Section 3(a), all of the Deferred Stock Units shall
immediately become nonforfeitable (each, a “Vesting
Event”) (i) if the Grantee dies or becomes permanently
disabled while in the employ of the Company or a Subsidiary during
the three-year period from the Date of Grant, (ii) after the
lapse of a period of two years from the date upon which the
Transaction closed, the Grantee elects to retire and either
(A) has reached the age of 60 with at least ten years of
service with P&G or Folgers, or (B) has reached the age of
55 with at least 20 years of service with P&G o
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