THE J. M. SMUCKER
COMPANY
RESTRICTED STOCK
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 restricted shares
to employees of Folgers and its subsidiaries;
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 restricted shares (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
«Restricted_Stock_Award» shares of Restricted
Stock (as defined in the Plan) (the “Restricted
Stock”), 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 RESTRICTED
STOCK
1.
Issuance of Restricted Stock . The Restricted Stock covered
by this Agreement shall be issued to the Grantee effective upon the
Date of Grant. The Common Shares subject to this grant of
Restricted Stock shall be registered in the Grantee’s name
and shall be fully paid and nonassessable. Any certificates or
evidence of award shall bear an appropriate legend referring to the
restrictions hereinafter set forth.
2.
Restrictions on Transfer of Shares . The Common Shares
subject to this grant of Restricted Stock may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise
disposed of by the Grantee, except to the Company, unless the
Restricted Stock has become nonforfeitable as provided in
Section 3 hereof; provided , however , that the
Grantee’s rights with respect to such Common Shares may be
transferred by will or pursuant to the laws of descent and
distribution. Any purported transfer or encumbrance in violation of
the provisions of this Section 2 of this Article II shall
be void, and the other party to any such purported transaction
shall not obtain any rights to or interest in such Common Shares.
The Company in its sole discretion, when and as permitted by the
Plan, may waive the restrictions on transferability with respect to
all or a portion of the Common Shares subject to this grant of
Restricted Stock.
3.
Vesting of Restricted Stock .
(a) All
of the Restricted Stock covered by this Agreement shall become
nonforfeitable on the third anniversary of the Date of Grant
(November 18, 2011), if the Grantee shall have remained in the
continuous employ of the Company or a Subsidiary during that
three-year period.
(b) Notwithstanding
the provisions of Section 3(a) of this Article II, all of the
Restricted Stock covered by this Agreement shall immediately become
nonforfeitable (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 or Folgers,
or (iii) if a Change in Control occurs during the three-year
period from the Date of Grant while the Grantee is employed by the
Company or a Subsidiary.
(c) Notwithstanding
the provisions of Section 3(a) of this Article II, if the
Grantee leaves the employ of the Company or a Subsidiary within
three years from the Date of Grant under circumstances determined
by the Committee to be for the convenience of the Company (which
shall include elimination of Grantee’s position with the
Company other than based upon the Detrimental Activity of the
Grantee), the Committee may, when and as permitted by the Plan,
determine that all of the Restricted Stock covered by this
Agreement shall become nonforfeitable.
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(d) The
Grantee hereby represents
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