SEABOARD CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN
Effective January 1, 2009
<PAGE>
TABLE OF CONTENTS
ARTICLE I PURPOSE AND EFFECTIVE
DATE
1
ARTICLE II
DEFINITIONS
1
2.1
Account
1
2.2
Beneficiary
1
2.3
Board
1
2.4 Change of
Control
1
2.5
Code
2
2.6
Committee
2
2.7
Company
2
2.8 Company
Contribution
2
2.9
Compensation
2
2.10
Deferral
3
2.11 Deferral
Election
3
2.12
Disability
3
2.13 Distribution Preference
Election
3
2.14 Eligible
Employee
3
2.15
Employee
3
2.16
Employer
3
2.17 Investment
Options
3
2.18 Investment
Return
4
2.19
Participant
4
2.20
Plan
4
2.21 Plan
Year
4
2.22 Related
Company
4
2.23 Separation from
Service
4
2.24 Unforeseeable
Emergency
4
ARTICLE III
PARTICIPATION
5
3.1 Participation for
Deferrals.
5
3.2 Participation for Company
Contributions.
5
ARTICLE IV DEFERRAL
ELECTIONS
5
4.1
Method.
5
4.2
Irrevocable.
5
4.3 Deferral
Election.
5
4.4 Special Rule for Deferral Election for
First
Year of
Eligibility.
5
4.5 Minimum Annual
Deferral.
6
4.6 Cancellation of Deferral Election on
Account of
Hardship
Distribution.
6
4.7 Cancellation of Deferral Election on
Account of
Unforeseeable
Emergency.
6
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ARTICLE V COMPANY
CONTRIBUTIONS
6
5.1
Participation.
6
5.2
Amount.
6
ARTICLE VI ACCOUNTS AND INVESTMENT
RETURN
7
6.1 Account Adjustments for Deferrals,
Company
Contributions and
Distributions.
7
6.2 Account Adjustments for Investment
Return.
7
6.3
Vesting.
7
ARTICLE VII
DISTRIBUTIONS
7
7.1 Distribution Preference
Elections.
7
7.2 Subject to Mandatory Distribution
Provisions and
162(m)
Payment Delay.
7
7.3 Election
Form.
8
7.4 Time of Initial Election or Deemed
Election.
8
7.5 Subsequent Distribution Preference
Election.
8
7.6 Mandatory Distribution Upon Separation
from
Service.
8
7.7 Mandatory Distribution Upon Change of
Control.
8
7.8 Mandatory Distribution Upon
Disability.
9
7.9 Mandatory Distribution Upon
Death.
9
7.10 Distribution Upon Unforeseeable
Emergency.
9
7.11 Adjustments to
Accounts.
9
ARTICLE VIII AMENDMENT OR
TERMINATION
9
ARTICLE IX
ADMINISTRATION
9
9.1
Committee.
9
9.2
Delegation.
10
9.3 Information to be
Furnished.
10
9.4 Committee's Decision
Final.
10
9.5 Remuneration and
Expenses.
10
9.6 Indemnification of Committee
Member.
10
9.7 Resignation or Removal of Committee
Member.
10
9.8 Interested Committee
Member.
10
ARTICLE X CLAIMS
PROCEDURE
11
10.1
Claim.
11
10.2 Denial of
Claim.
11
10.3 Review of
Claim.
11
10.4 Final
Decision.
11
ARTICLE XI
MISCELLANEOUS
11
11.1
Captions.
11
11.2 Company
Action.
11
11.3
Terms.
11
11.4 Governing
Law.
12
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11.5
Nonassignability.
12
11.6 Tax
Obligations.
12
11.7 Not a Contract of
Employment.
12
11.8 Participant
Cooperation.
12
11.9
Successors.
12
11.10 Unsecured General
Creditor.
12
11.11
Validity.
13
11.12 Waiver of
Notice.
13
APPENDIX
A
14
<PAGE> iii
SEABOARD CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN
ARTICLE I
PURPOSE AND EFFECTIVE DATE
Seaboard Corporation (the "Company")
adopted the Seaboard
Corporation Nonqualified Deferred Compensation Plan (the
"Plan")
effective September 1, 2005. The purpose of the Plan is
to aid
in attracting and retaining certain key employees
of Seaboard
Corporation and participating affiliated companies by
providing
to them an opportunity for supplemental retirement
income. The
Company hereby amends and restates the Plan effective January
1,
2009 for the primary 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
For purposes of this Plan, the
following words and phrases
shall have the meaning indicated, unless
the context clearly
indicates otherwise:
2.1 Account means the bookkeeping
account maintained by the
Committee for a Participant to which is credited
Deferrals and
Company Contributions, and to which is charged distributions,
and
which is adjusted to reflect earnings and losses, all
as herein
provided. Any reference herein
to a distribution of the
Participant's Account shall mean a payment of an amount equal
to
the amount credited to the Participant's Account.
2.2 Beneficiary means one or more
persons, trusts, estates
or other entities, designated by a Participant,
in accordance
with procedures established by the
Committee, to receive any
remaining balance in the Participant's Account upon the death
of
the Participant. If no designation
by the Participant is
effective, then the
Participant's Beneficiary shall be the
Participant's surviving spouse if any, but
if none then the
Participant's estate.
2.3 Board means
the board of directors of
Seaboard
Corporation.
2.4 Change of
Control means 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
<PAGE>
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 2.4, 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.
2.5 Code means
the Internal Revenue Code of 1986, any
amendments thereto, and any regulations issued thereunder.
2.6 Committee means
the Committee, which may consist of
one person, designated from
time to time by the Company to
administer the Plan.
2.7 Company means
Seaboard Corporation, a
Delaware
corporation, and any successors to
the business of Seaboard
Corporation.
2.8 Company Contribution
means the amount determined in
accordance with Article V that is an obligation of the
Employer
and that is credited to a Participant's
Account. The Company
Contribution may consist of a "matching
contribution" and an
"excess contribution".
2.9 Compensation
means the total amount payable to the
Participant by the Employer for the Participant's services
during
a calendar year subject to the following
provisions of this
Section 2.9. Compensation
specifically excludes: (a)
reimbursements or other expense allowances, fringe benefits
(cash
and noncash), moving expenses, and
welfare benefits; (b) any
benefits accrued or paid under
the Seaboard Corporation
Executive Retirement Plan, as
amended; (c) any amount of
taxable income recognized by the Participant upon
the exercise
of an option under any option plan or program
maintained by the
Company; (d) any amount of taxable income
recognized by the
Participant as a result of a
distribution under this Plan;
and (e) any amount allocated or paid
under the Seaboard
Corporation Executive Deferred
Compensation
<PAGE> 2
Plan, as amended. For purposes of determining the amount
of the
Company Contribution that is the
excess contribution for a
particular Plan Year, Compensation does not include the amount
of
a Participant's Deferral for such Plan Year,
but Compensation
does include the amount of any elective contributions made by
the
Participant during the same period as such Plan Year pursuant
to
a plan maintained by the Company
where such amount is not
includable in gross income due to the provisions of Code
Sections
125, 401(k) or 132(f).
Compensation shall not include a
Participant's Compensation payable for any period prior
to the
time the Participant becomes eligible to
participate in the
Retirement Savings Plan for Seaboard Corporation, as amended.
2.10 Deferral means
the portion of the salary or bonus
payable to a Participant that
is deferred for a Plan Year
pursuant to a Deferral Election
by the Participant and is
credited to the Participant's Account.
2.11 Deferral Election means an election
made hereunder by a
Participant to defer salary or bonus payable to the
Participant
and earned after the date of the Deferral Election as
determined
hereunder.
2.12 Disability means a period
in which the Participant is
(i) unable to engage in any
substantial gainful activity by
reason of any medically
determinable physical or mental
impairment which can be expected to result
in death or can be
expected to last for a continuous
period of not less than 12
months or (ii) by reason of any medically determinable
physical
or mental impairment which can be expected to result in death
or
can be expected to last for a continuous period of not less
than
12 months, receiving income replacement benefits for a period
of
not less than 3 months under
an accident and health plan
sponsored by the Company.
2.13 Distribution Preference
Election means the election
made or deemed made by a Participant
governing the time of
payment of benefits hereunder to the
Participant.
2.14 Eligible Employee means an
Employee who is a member of
a select group of management or highly
compensated employees,
taking into account for this purpose all employees of all
Related
Companies; however, an Employee who has been
designated by the
Board as an Executive for purposes of the Annual Deferral
Amount,
or for purposes of both the
Annual Deferral Amount and the
Company Discretionary
Contribution, under the
Seaboard
Corporation Executive Deferred Compensation Plan, as amended,
for
a year coinciding with a Plan Year under this Plan, shall not
be
an Eligible Employee for such Plan Year.
2.15 Employee means
any individual who is a
salaried
employee of an Employer.
2.16 Employer means the Company and
any of its subsidiaries
or affiliates that participate in this Plan with the
consent of
the Company, and any successors to
the business of any such
participating subsidiaries or affiliates. The
subsidiaries or
affiliates participating in this Plan as of the
effective date
are listed on Appendix A attached hereto.
2.17 Investment Options
means the investment options
selected by the Committee from
time to time among which a
Participant may direct the investment of his or
her Account in
accordance with procedures established by the Committee.
<PAGE> 3
2.18 Investment Return means
the amount of earnings, gains
or losses applicable to the Participant's Account as measured
by
the Investment Options applicable pursuant to the
Participant's
direction or as otherwise provided
herein.
2.19 Participant means
any Eligible Employee who
is
designated as eligible to participate in the Plan
for purposes
of Deferrals and who makes a Deferral
Election as provided
in Section 3.1. Participant also
means any Eligible Employee
who satisfies the requirements for participation
for purposes
of Company Contributions as provided in Section 3.2.
Participant
also means any individual for whom
an Account is maintained
hereunder.
2.20 Plan means
the Seaboard Corporation
Nonqualified
Deferred Compensation Plan, as set forth herein and as from
time
to time amended.
2.21 Plan Year means the 12-month period
beginning January 1
and ending December 31.
2.22 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).
2.23 Separation from
Service means the Participant'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
Participant and Company reasonably anticipate that
no further
services will be performed by the Participant for
the Company;
provided, however, that a Participant
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 Participant has
been providing
services to the Company for less than 36
months). For this
purpose, a Participant 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
Participant has a right to reemployment with the Company under
an
applicable statute or by contract. Where used in
this Section
2.23, the term Company includes any Related Company..
2.24 Unforeseeable
Emergency means an
unanticipated
emergency that is caused by an event beyond the
control of the
Participant that would result in severe financial hardship to
the
Participant resulting from (i) a sudden and
unexpected illness
or accident of the
Participant or a dependent
of the
Participant, (ii) a loss of the Participant's
property due to
casualty, or (iii) such other extraordinary
and unforeseeable
circumstances arising as a result of events beyond
the control
of the Participant, all as determined in the sole
discretion of
the Committee.
<PAGE> 4
ARTICLE III
PARTICIPATION
3.1 Participation
for Deferrals. The Committee
will
designate those Eligible Employees who are
eligible to make
Deferral Elections for a particular Plan Year. Such
designation
will be by written communication to such Eligible
Employees and
will be effective on the date of such
written communication.
Once an Eligible Employee has been designated under this
Section
3.1, he or she may make a Deferral Election for the
first Plan
Year stated in such written designation and for each
subsequent
Plan Year until the first to
occur of (1) the Participant's
Separation from Service, or (2)
a written notice from the
Committee delivered prior to the first day
of the Plan Year
for which it is effective advising the Participant
that he or
she is no longer eligible to make a
Deferral Election.
3.2 Participation for Company
Contributions. Any Eligible
Employee who
has satisfied
the requirements
for eligibility to participate in the Retirement Savings Plan
for
Seaboard Corporation, as amended from time to time (the
"401(k)
Plan") for a Plan Year and whose Compensation for a Plan Year
is
in excess of the maximum amount
of compensation determined
pursuant to Code Section 401(a)(17) that is permitted to be
taken
into account under the 401(k) Plan for the
plan year of the
401(k) Plan that ends within
such Plan Year, will be a
Participant for purposes
o
