Exhibit 10.2
DEL MONTE
CORPORATION
EXECUTIVE SEVERANCE PLAN
Effective January 1, 2006; Amended
July 24, 2008 and July 23, 2009
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
Effective January 1, 2006; Amended
July 24, 2008 and July 23, 2009
TABLE OF CONTENTS
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Page
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ARTICLE
1
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Definitions
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2
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ARTICLE
2
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Selection/Enrollment/Eligibility
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5
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2.1
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General
Eligibility
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5
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2.2
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Qualification
Requirements
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5
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2.3
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Ineligibility
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6
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2.4
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Change of
Participating Employer
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6
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ARTICLE
3
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Termination Benefits
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7
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3.1
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Salary-Based
Severance
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7
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3.2
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Benefit
Continuation
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8
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3.3
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Bonus and
Equity Compensation Amounts
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8
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3.4
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Outplacement
Services
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9
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3.5
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Change of
Control Payments
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9
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3.6
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Timing of
Payments
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10
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ARTICLE
4
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Termination, Amendment or
Modification
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11
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4.1
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Termination
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11
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4.2
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Amendment
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11
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ARTICLE
5
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Administration
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12
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5.1
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Committee
Duties
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12
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5.2
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Agents
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12
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5.3
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Binding Effect
of Decisions
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12
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5.4
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Indemnity of
Committee
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12
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5.5
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Corporation
Information
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12
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i
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ARTICLE
6
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Claims
Procedures
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13
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6.1
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Resolution of
Claim Generally
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13
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6.2
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Disposition of
Claim
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13
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6.3
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Appeals
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13
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6.4
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Decision
Final
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13
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ARTICLE
7
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Miscellaneous
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14
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7.1
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Unsecured
General Creditor
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14
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7.2
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FICA and Other
Taxes
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14
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7.3
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Nonassignability
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14
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7.4
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Not a Contract
of Employment
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14
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7.5
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Furnishing
Information
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14
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7.6
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Governing
Law
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14
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7.7
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Notice
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15
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7.8
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Successors
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15
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7.9
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Validity
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15
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ERISA
Information
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16
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ii
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
Del Monte
Corporation
Executive Severance
Plan
Effective January 1, 2006;
Amended July 24, 2008 and July 23, 2009
Purpose
The purpose of this Plan is to
provide fair treatment for terminated executives consistent with
the values and culture of Del Monte Corporation, provide financial
support for executives seeking new employment, recognize
executive’s years of service and contributions to the
Corporation, and to avoid or mitigate the Corporation’s
potential exposure to litigation. This Plan fully supersedes any
and all prior policies, agreements, letters or understandings with
respect to severance pay for executives, other than any executive
employment agreement between an executive and the Corporation in
effect as of the effective date of this Plan and recognized by the
Corporation as such.
ARTICLE 1
Definitions
For purposes hereof, unless
otherwise clearly apparent from the context, the following phrases
or terms shall have the following indicated meanings:
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1.1
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“AIP
Bonus” shall mean any cash award in respect of a Plan Year
under the Company’s Annual Incentive Plan (known as the
“AIP”).
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1.2
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“Base
Salary” shall mean, with respect to an Executive, an amount
equal to the Executive’s rate of pay for the pay period in
effect on the Severance Date, excluding amounts for overtime,
bonuses, or allowances.
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1.3
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“Cause” shall mean an
Executive’s Termination of Employment upon the occurrence of
any of the following: (A) a material breach by Executive of
the terms of the Corporation’s policies and/or the Standards
of Business Conduct; (B) any act of theft, misappropriation,
embezzlement, intentional fraud or similar conduct by Executive
involving the Corporation or any affiliate; (C) the conviction
or the plea of nolo contendere or the equivalent in respect
of a felony involving an act of dishonesty, moral turpitude, deceit
or fraud by Executive; (D) any damage of a material nature to
the business or property of the Corporation or any affiliate caused
by Executive’s willful or grossly negligent conduct; or
(E) Executive’s failure to act in accordance with any
specific lawful instructions given to Executive in connection with
the performance of Executive’s duties for the Corporation or
any affiliate.
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1.4
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“Committee” shall mean the
Compensation Committee of the Board of Directors of Del Monte Foods
Company.
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2
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
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1.5
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“Change
of Control” shall mean an event determined to be a Change of
Control as defined in the Del Monte Foods Company 2002 Stock
Incentive Plan, or any successor stock incentive plan, as amended
from time to time.
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1.6
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“Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time, and the
regulations promulgated thereunder.
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1.7
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“Company” shall mean Del Monte Foods
Company, a Delaware corporation, and any successor
thereto.
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1.8
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“Corporation” shall mean the Del
Monte Corporation, a Delaware corporation, and any successor
thereto. Unless otherwise specified or required by the context of
the Plan, references to the Corporation shall include the Company
and any affiliate.
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1.9
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“Executive” shall mean any employee
of the Corporation who is an officer of the Company and/or the
Corporation with a job title of Vice President or above.
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1.10
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“ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated thereunder.
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1.11
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“Participant” shall mean any
individual (a) who is an Executive, (b) whose employment
is terminated involuntarily by the Corporation, (c) who is
eligible under Article 2; and (d) who signs and does not
revoke the General Release and Severance Agreement in accordance
with the terms of the Plan.
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1.12
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“Plan” shall mean the “Del
Monte Corporation Executive Severance Plan”, as amended from
time to time.
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1.13
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“Plan
Year” shall mean the period of each calendar year commencing
January 1 and ending the following
December 31.
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1.14
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“Retirement,” “Retire,”
“Retires, or “Retired” shall mean a Termination
of Employment with the Executive having attained age 55 and at
least 10 years of service, where years of service means each
completed 12-month period of uninterrupted service with the
Corporation, but including periods of approved leave of absence, up
to the Executive’s Termination of Employment.
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1.15
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“Stock
Plan” shall mean the Del Monte Foods Company 2002 Stock
Incentive Plan, or any successor thereto, as amended from time to
time.
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1.16
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“Termination Benefit” shall mean the
benefits set forth in Article 3.
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3
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
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1.17
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“Termination of Employment” shall
mean the severing of full-time employment with the Corporation and
all affiliates, voluntarily or involuntarily. Notwithstanding the
foregoing:
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(a) An Executive shall not be
treated as having incurred a Termination of Employment while the
Executive is on military leave, sick leave, or other bona fide
leave of absence if the period of such leave does not exceed six
months, or if longer, so long as the Executive’s right to
reemployment with the Corporation is provided either by statute or
by contract. If the period of leave exceeds six months and the
right to reemployment is not provided either by statute or by
contract, the employment relationship is deemed to terminate on the
first date immediately following such six-month period.
(b) Whether an Executive has
incurred a Termination of Employment shall be determined based on
all relevant facts and circumstances. In situations in which the
individual continues to be carried on the payroll but perform only
nominal services, or ceases to be an employee but continues to
provide substantial services in another capacity, such as pursuant
to a consulting agreement, the determination of whether a
Termination of Employment has occurred shall be determined in
accordance with Treasury Regulations
Section 1.409A-1(h)(1)(ii), or any successor
thereto.
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1.18
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“Severance Date” shall mean the last
day of an Executive’s active employment with the
Corporation.
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4
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
ARTICLE 2
Selection/Enrollment/Eligibility
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2.1
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General
Eligibility . Each
employee who is an Executive who does not have an executive
employment agreement with the Corporation or any of its affiliates
that provides for severance compensation upon a Termination of
Employment and who has a Termination of Employment on or after
January 1, 2006 that is not:
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(a) a resignation, quit or voluntary
Retirement;
(b) a Termination of Employment for
Cause;
(c) on account of the
Executive’s death;
(d) on account of the
Executive’s Disability or after the Executive qualifies under
a plan of group long term disability benefits of the Corporation or
any of its affiliates;
(e) on account of the
Executive’s refusal or non-acceptance of an offer by the
Corporation for a transfer, assignment or change in job position
that requires a relocation of 50 miles or less from the
Executive’s current work location; provided that the
Executive must provide written notice to the Corporation of his or
her refusal or non-acceptance to such job change within 90 days
after the notice has been made by the Corporation or the Executive
will be deemed to have accepted such relocation and not be eligible
for benefits under this Plan;
(f) a direct result of the sale or
other divestiture of the work unit, division or segment of the
Corporation’s business that Executive works in or is
responsible for if Executive is offered continued employment with
the purchaser or acquirer, including their affiliates, except as
may otherwise specifically be provided in any written sale,
divestiture or other agreement; or
(g) the triggering event for any
other written severance pay agreement, plan or policy, unless the
provisions of this Plan are explicitly waived by
Executive.
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2.2
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Qualification Requirements
. As a condition to receiving severance benefits
under this Plan, each eligible Executive shall:
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(a) complete, execute and return to
the Corporation a general release and severance agreement which
shall include certain restrictive covenants regarding the use of
proprietary or confidential information, solicitation of employees
and customers and interference with business relationships, in a
form furnished by the Corporation and within the deadlines
provided.
5
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
(b) return to the Corporation all
property of the Corporation in the Executive’s possession,
custody or control, including keys, credit cards, identification
cards, laptop computers, Personal Digital Assistants (PDAs), car
and mobile telephones, pagers, parking stickers, correspondence,
notes, memoranda, reports, manuals, notebooks, drawings, sketches,
blueprints, formulae, prototypes, models, computer disks ,
computer printouts, information stored electronically on computers,
and the trade secrets and other Confidential Information of the
Company. Executive shall not make any copies, nor retain any
originals or copies of such property.
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2.3
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Ineligibility . The
following individuals are not eligible for benefits under the
Plan:
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(a) consultants and independent
contractors, including executive level consultants and non-employee
directors of the Corporation and/or the Company;
(b) leased employees, temporary
employees or other individuals;
(c) individuals who might otherwise
be eligible but are designated in writing by the Committee as
ineligible.
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2.4
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Change of
Participating Employer . If
an eligible Executive moves from one affiliate of the Corporation
to another during a Plan Year, no termination of employment will
occur for purposes of this Plan.
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6
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
ARTICLE 3
Termination
Benefits
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3.1
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Salary-Based Severance
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(a) Before Change of Control
. If a Participant’s Termination of Employment occurs before
a Change of Control, a Participant shall receive a lump sum amount
equal to a multiple of the Executive’s Base Salary and target
Annual Incentive Plan (AIP) bonus for the year in which the
Termination of Employment occurs, based on job level
1 , in accordance with the following
table:
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Tier
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Position
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Multiple of Base
Salary
and Target Bonus –
Basic
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I
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CEO
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2.0 Times
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II
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EVP; SVP; COO;
CFO
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1.5 Times
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III
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Other
VP
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1 Time
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(b) Change of Control
Severance . If a Participant’s Termination of Employment
occurs within two (2) years of the date that a Change on
Control occurs, a Participant shall receive a lump sum amount equal
to a multiple of the Executive’s Base Salary and target
Annual Incentive Plan (AIP) bonus for the year in which the
Termination of Employment occurs, based on job level, in accordance
with the following table:
