________________________________________________________________
SEABOARD CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
________________________________________________________________
AS AMENDED AND RESTATED
EFFECTIVE
JANUARY 1, 2009
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SEABOARD CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
ARTICLE I
HISTORY, PURPOSE AND EFFECTIVE DATE
1.01 History and Purpose.
Seaboard Corporation (the "Company") established
the Seaboard
Corporation Executive Deferred Compensation Plan
(the "Plan")
effective January 1, 1999. The primary purpose of the Plan is
to
provide for the mandatory deferral on a pre-tax basis
of salary
and bonus payable with respect to a particular Year
to certain
designated Executives whose Compensation for the Year exceeds
the
maximum allowable deductible amount
of compensation under
Section 162(m) of the Internal Revenue Code of 1986, as
amended
(the "Code") and Treasury Regulations thereunder.
The Plan is
intended to constitute an unfunded "top hat"
arrangement under
Title I of the Employee Income Retirement Security Act
of 1974
(as amended) ("ERISA").
1.02 Effective Date. The
Plan is a nonqualified deferred
compensation plan within the meaning of Section 409A of the
Code.
The Plan was amended and restated effective January 1,
2009 for
the purpose of satisfying the requirements of Section 409A of
the
Code. The Company hereby amends and restates the Plan
effective
January 1, 2009 for the purpose of complying with final
Treasury
regulations issued under Section 409A of the
Internal Revenue
Code of 1986, as amended (the "Code"). The Plan is
intended to
be an arrangement that is unfunded and maintained
primarily for
the purpose of providing supplemental retirement
income to a
select group of management or highly compensated employees
within
the meaning of Sections 201(2), 301(a)(3) and 401(a)(1)
of the
Employee Retirement Income Security Act of 1974, as amended,
and
the Plan is intended to satisfy the requirements of Section
409A
of the Code, and the Plan shall be interpreted and
administered
accordingly.
ARTICLE II
DEFINITIONS
2.01 Account or Account
Balance. "Account" or "Account
Balance" shall mean with respect to an Executive the sum
of his
Annual Deferral Amounts
and Company Contribution Amounts
designated on his behalf, if any, as
adjusted for Investment
Return, and reduced by distributions
hereunder. This Account
shall be a bookkeeping entry only and shall be utilized solely
as
a device for the measurement and determination of the amounts
to
be paid to an Executive pursuant to this Plan.
2.02 Annual Deferral Amount. "Annual
Deferral Amount" shall
mean that portion of an Executive's salary or
bonus for a Year
which is deferred pursuant to this
Plan. In the event of an
Executive's Separation from Service prior to the end of
a Year,
the Annual Deferral Amount
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for such Year shall be the actual amount, if any, deferred
prior
to the Executive's Separation from Service.
2.03 Beneficiary.
"Beneficiary" shall mean the
person,
persons, estate or other legal entity of, or
established by, an
Executive entitled to receive any benefits under this Plan in
the
event of the Executive's death.
2.04 Board. "Board"
shall mean the Board of Directors of
the Company.
2.05 Change of Control.
"Change of Control" shall mean an
event or transaction described below; provided, however, an
event
or transaction described below will not be a
Change of Control
for purposes of a payment event
under the Plan unless it
constitutes a change in the ownership or effective control of
the
Company, or in the ownership of a
substantial portion of the
assets of the Company, within the meaning of Code
Section 409A
(a)(2)(A)(v):
(a)
The acquisition by any unrelated person or entity
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 sale to an unrelated person
or entity of
Company assets that have a total gross fair market value of
more
than eighty-five percent (85%) of the total
gross fair market
value of all of the assets of the Company
immediately prior to
such sale;
(c)
The acquisition, whether
by reorganization,
merger, consolidation, purchase or similar
transaction, by any
person or entity or more than one person or
entity acting as a
group of more than 50% of the combined voting power
entitled to
vote generally in the election of directors of the Company or
the
entity in which the Company
was reorganized, merged or
consolidated into;
(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 or any other related person
or entity) of more
than fifty percent (50%) of either the membership
interests or
the combined voting power of Seaboard Flour, LLC at any time
when
Seaboard Flour, LLC owns 50% or more of the Company.
For purposes of determining whether
there has been a Change
of Control under this Section 2.05, the attribution of
ownership
rules under Code Section 318(a) shall apply. Also
for purposes
of determining whether there has been
a Change of Control,
"Company" means only Seaboard Corporation and any
successors to
the business of Seaboard Corporation..
2.06 Code. "Code" shall mean
the Internal Revenue Code of
1986, as may be
amended from time to time, and
final
Treasury Regulations issued thereunder.
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2.07 Company. "Company"
shall mean Seaboard Corporation
and, for purposes of all references
herein to an Executive's
Compensation or his employer's deduction,
shall include every
member of the Company's affiliated group,
as determined under
Section 1504 of the Code.
2.08 Company
Contribution Amount. "Company
Contribution
Amount" shall mean a
nonelective amount credited
to an
Executive's Account, at any time or times, which may be
either a
Company Discretionary Contribution
or a Company Regular
Contribution. A Company Discretionary Contribution is
an amount
that is credited to an Executive's Account, at any time or
times,
in the discretion of the Board. A Company Regular
Contribution
is an amount that is credited to the Account of an Executive
with
respect to any one or more
of an Annual Deferral Amount, a
Company Discretionary Contribution,
or a portion of the
Executive's Compensation, as herein provided.
2.09 Compensation. "Compensation"
shall mean an Executive's
"applicable employee remuneration"
as defined in Section
162(m)(4) of the Code and final
Treasury Regulations issued
thereunder.
2.10 Excess Compensation.
"Excess Compensation" shall mean
the excess of Adjusted Compensation over the
maximum amount of
compensation determined pursuant to Code Section 401(a)(17)
that
can be taken into account under the 401(k)
plan maintained by
Seaboard Corporation for salaried employees for the plan year
of
such 401(k) plan that ends within the Year Excess Compensation
is
being determined hereunder.
For this purpose, "Adjusted
Compensation" shall mean the Executive's Compensation for a
Year
reduced by (a) reimbursements or other expense allowances,
fringe
benefits (cash and noncash), moving
expenses, and welfare
benefits; (b) any amount of taxable
income recognized by the
Executive upon the exercise of an option under any option plan
or
program maintained by the Company; and (c)
any taxable income
recognized by the Executive as a result of a
distribution under
any nonqualified deferred compensation
arrangement (including
this Plan), and increased by any elective
contributions by the
Executive to a plan maintained by the Company and not
includable
in gross income due to the
provisions of Code Sections 125,
401(k) or 132(f).
2.11 Executive. "Executive"
shall mean any member of
management or highly compensated
employee who is a "covered
employee" under Section 162(m)(3) of the Code with respect to
any
Year, and who is designated by the Board to
participate in the
Plan for purposes of the mandatory Annual Deferral
Amount under
Article III, or for purposes
of a Company Discretionary
Contribution under Article IV, or
both. An Executive who is
designated by the Board to participate in the Plan for
purposes
of the mandatory Annual Deferral
Amount shall continue to
participate for such purpose each year until the Board
designates
otherwise or until Executive's
Separation from Service. An
Executive who is designated by the Board to
participate in the
Plan for purposes of a Company Discretionary
Contribution for a
particular Year shall not participate in the Plan for
any other
purpose except the purpose so
designated and shall not
participate in the Plan for any other Year
except the Year as
designated, unless and until a new
designation is made by the
Board. Executive shall also mean a former Executive for
whom an
Account is maintained hereunder.
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2.12 Investment Return. "Investment
Return" shall mean the
amount that is either credited to Executive's Account or
deducted
from Executive's Account to reflect
the positive or negative
return of the investment measure
or measures selected by
Executive pursuant to Article V.
2.13 Plan. "Plan" shall
mean the Seaboard Corporation
Executive Deferred Compensation Plan, as set forth herein and
as
amended from time to time.
2.14 Plan Administrator.
"Plan Administrator" shall mean
the Company or such person or persons designated by the
Company
to act in such capacity. No
individual who participating
hereunder shall have any
authority with respect to
the
administration of the Plan.
2.15 Related
Company. "Related
Company" means any
corporation which is a member
of a controlled group of
corporations (as defined in Code Section 414(b))
that includes
the Company or any corporation or
other entity with whom the
Company is considered a single employer under Code Section
414(c).
2.16 Separation from
Service. "Separation from Service"
means the Executive's termination of employment with the
Company.
Whether a termination of employment
has occurred shall be
determined based on whether the facts and circumstances
indicate
the Executive and Company reasonably anticipate that no
further
services will be performed by the Executive
for the Company;
provided, however, that an Executive shall be
deemed to have a
termination of employment if the level of
services he or she
would perform for the Company after a certain
date permanently
decreases to no more than twenty percent (20%)
of the average
level of bona fide services performed for the Company (whether
as
an employee or independent contractor)
over the immediately
preceding 36-month period (or the full period of services to
the
Company if the Executive has
been providing services to the
Company for less than 36 months). For this purpose, an
Executive
is not treated as having a Separation from
Service while he or
she is on a military leave, sick leave, or other bona fide
leave
of absence, if the period of such leave does not exceed
six (6)
months, or if longer, so long as the Executive has
a right to
reemployment with the Company under an applicable statute
or by
contract. Where used in this Section 2.16,
the term Company
includes any Related Company.
2.17 Unforeseeable
Emergency. "Unforeseeable Emergency"
means an unanticipated emergency that
is caused by an event
beyond the control of the Executive that would result
in severe
financial hardship to the Executive resulting from (i)
a sudden
and unexpected illness or accident
of the Executive or a
dependent of the Executive, (ii)
a loss of the Executive's
property due to casualty, or (iii) such other
extraordinary and
unforeseeable circumstances arising as a result of events
beyond
the control of the Executive, all as
determined in the sole
discretion of the Plan Administrator.
2.18 Valuation Date.
"Valuation Date" shall mean the last
day of each calendar quarter and the date of distribution of
any
portion of the Executive's Account hereunder and any
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other date determined by the Plan Administrator in its
discretion
for any reason from time to time.
2.19 Year. "Year" shall mean a
calendar year.
ARTICLE III
ANNUAL DEFERRAL AMOUNTS
3.01 Application and
Deferral. The provisions of this
Article III apply to any individual
who is designated by the
Board as an Executive for purposes of the Annual Deferral
Amount.
Any such designation will be effective commencing
on the first
day of the Year following the Year in which the
designation is
made.
3.02 Deferral. A portion
of such Executive's Compensation
will be deferred each Year in
accordance with the terms and
conditions of this Article III.
3.03 Amount of Annual Deferral. The amount
of an Executive's
Compensation which shall be deferred each Year under this
Article
III shall equal the excess of
