EXHIBIT 10(p)
12-18-2008
BEMIS DEFERRED COMPENSATION
PLAN
(As Amended Effective
January 1, 2009)
Section 1.
Purpose of Plan
. The purpose of the Bemis
Deferred Compensation Plan (the “Plan”) is to enable
directors to accumulate additional funds for retirement or other
future needs by deferring current income. The Plan is
intended to comply with the requirements of Code §409A and
will be construed and administered consistent with that
intent.
Section 2.
Definitions
. The following definitions
shall apply for purposes of this Plan:
(a)
“Account” means an
Account established pursuant to Section 6.
(b)
“Beneficiary” means the
person or persons a Participant designates as such on his or her
Participation Agreement or by means of a separate written
designation filed with the Company. The Participant may alter
or revoke such designation without the consent of the
Beneficiary. If there is no such designation in effect at the
time of the Participant’s death, or none of the designated
Beneficiaries survives the Participant, the Participant’s
estate shall be the Beneficiary. If a Beneficiary survives
the Participant, but dies before payment of all amounts to which
the Beneficiary is entitled, any remaining payments will be made to
the Beneficiary’s estate, unless the Participant designates
otherwise.
(c)
“Board” means the board
of directors of the Company, and includes any executive committee
thereof authorized to act for the board of directors.
(d)
“Committee” means the
Bemis Employee Benefits Committee.
(e)
“Company” means Bemis
Company, Inc., a Missouri corporation.
(f)
“Participant” means an
individual designated as such pursuant to
Section 4.
(g)
“Participation
Agreement” is the agreement entered into between a
Participant and the Company regarding participation in this
Plan.
(h)
“Plan Year” means the
twelve month period ending each December 31, and corresponds
to the fiscal year of the Participating Employers.
(j)
“Separation from
Service” for purposes of the Plan occurs on the date the
individual ceases to be a director of the Company.
Section 3.
Administration of Plan
. The Plan shall be
administered in behalf of the Company by the Committee, subject to
the following:
(a)
The Committee shall have
discretionary authority to construe the terms of the Plan and to
make all decisions and interpretations incident thereto. The
Committee may from time to time adopt such rules for the
administration of the Plan as it deems appropriate.
(b)
The decision of the Committee on any
matter affecting the Plan or the rights and obligations arising
under the Plan shall be final and binding upon all
persons.
(c)
The Committee shall enter into a
Participation Agreement with each Participant. Such
Agreements may be executed in behalf of the Committee by one or
more members thereof.
(d)
As of the beginning of each Plan
Year the Committee shall approve the value of each Account and
shall review all other calculations made under the Plan.
Section 4.
Eligibility to
Participate . Each
director of the Company who is not an employee is a
Participant. The terms of a Participant’s deferral
election shall be set forth in a Participation Agreement executed
by the Participant and Committee.
Section 5.
Deferral of
Compensation . Each
Plan Year a Participant may elect to have his or director fees with
respect to that Plan Year reduced by an amount or percentage
designated by the Participant, subject to the following:
(a)
The reduction must be specified in a
written Participation Agreement filed with the Committee.
Participation Agreements are subject to the following:
(1)
Elections by a non-employee director
with regard to deferral of director fees must be made not later
than December 31 of the Plan Year preceding the Plan Year the
fees are earned.
(2)
However, a non-employee director may
make his initial deferral election not later than thirty days after
the date he becomes a director. In such cases, the deferral
election will apply to fees earned in calendar quarters after the
quarter the election is made.
(b)
The amount by which a
Participant’s director fees are reduced will be credited to
his Account as provided in Section 6.
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Section 6.
Participant Accounts
. An Account shall be
established for each Participant who elects to defer compensation
pursuant to Section 5, subject to the following:
(a)
As part of his election to defer all
or a part of his director fees, the Participant shall designate
whether the deferral amount will be credited 100% to Account A,
100% to Account B, or 50% to Account A and 50% to Account B.
Account A will be credited with interest as specified in subsection
(b). Account B will be adjusted up or down to reflect the
market performance and dividends on common stock of the Company, as
provided in subsection (c). Director fe
