<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CAMPBELL SOUP COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Campbell Soup Company
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
(CAMPBELL SOUP COMPANY LOGO)
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
609-342-4800
October 7,1994
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
THURSDAY, NOVEMBER 17, 1994
10:30 A.M., EASTERN TIME
PAVILION THEATER
GARDEN STATE PARK
ROUTE 70
CHERRY HILL, NJ 08034-0649
609-488-8400
Fellow Shareowner:
I'm pleased to extend to you a cordial invitation to attend the 1994 Annual
Meeting of Campbell Shareowners, to:
1. Elect directors.
2. Approve the 1994 Long-Term Incentive Plan and conforming amendments to the
1984 Long-Term Incentive Plan.
3. Approve the Management Worldwide Incentive Plan.
4. Ratify the appointment of auditors.
5. Act upon one shareowner proposal.
6. Transact any other business properly brought before the meeting.
Shareowners of record at the close of business on September 19, 1994, will
be entitled to vote at the meeting. PLEASE MARK THE APPROPRIATE BOX ON THE PROXY
CARD IF YOU PLAN TO ATTEND THE MEETING; an admission card will then be mailed to
you.
Your vote is important. Whether you plan to attend or not, I urge you to
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, in order
that as many shares as possible will be represented at the meeting. If you
attend the meeting and prefer to vote in person, you will have that privilege.
I look forward to seeing you at the meeting.
Sincerely yours,
/s/ DAVID W. JOHNSON
--------------------
DAVID W. JOHNSON
Chairman, President and Chief Executive Officer
NOTE: New this year will be a Shareowners' Help Desk that will be in place
before and after the meeting to answer your questions about share transfers,
dividend payments, the Dividend Reinvestment Plan and other questions.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROXY STATEMENT PAGE
- ------------------------------------------------------------------------------------- ----
<S> <C> <C>
- - Item 1 -- Election of Directors............................................... 1
Security Ownership of Directors and Executive Officers........................ 4
Corporate Governance Standards................................................ 6
Compensation of Executive Officers
-- Compensation and Organization Committee Report on Executive
Compensation.............................................................. 7
-- Compensation Committee Interlocks and Insider Participation............... 10
-- Summary Compensation Table................................................ 11
-- Option Grants in Fiscal 1994.............................................. 12
-- Aggregated Option Exercises in Fiscal 1994 and Fiscal Year-End Option
Values.................................................................... 12
-- Return to Shareowners Performance Graph................................... 13
-- Pension Plans............................................................. 14
-- Termination Arrangements.................................................. 14
Board Committees and Meeting Attendance....................................... 16
Director Compensation......................................................... 18
Security Ownership of Certain Beneficial Owners............................... 18
Compliance with Section 16 of the Exchange Act................................ 20
- - Item 2 -- Approval of 1994 Long-Term Incentive Plan and Conforming Amendments
to 1984 Long-Term Incentive Plan.............................................. 20
- - Item 3 -- Approval of Management Worldwide Incentive Plan..................... 23
- - Item 4 -- Ratification of Appointment of Auditors............................. 24
- - Item 5 -- Shareowner Proposal................................................. 24
Submission of Shareowner Proposals............................................ 25
Other Matters................................................................. 25
Proxies and Voting at the Meeting............................................. 25
Information About Attending the Meeting....................................... 26
Appendix A -- 1994 Long-Term Incentive Plan................................... A1
Appendix B -- Management Worldwide Incentive Plan............................. B1
</TABLE>
- ------------------
- - Denotes items to be voted on at the meeting.
<PAGE> 4
ITEM 1
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES
The Board of Directors of the Company, pursuant to the By-Laws, has
determined that the number of Directors of the Company shall be fifteen. The
directors are to be elected to hold office until the next Annual Meeting of the
Shareowners and until their successors are elected and shall have qualified.
Directors are elected by a plurality of the votes cast. Except as otherwise
specified in the proxy, proxies will be voted for election of the nominees named
below.
If a nominee becomes unable or unwilling to serve, proxies will be voted
for election of such person as shall be designated by the Board of Directors;
however, the management knows of no reason why any nominee should be unable or
unwilling to serve.
The following table sets forth certain information concerning the nominees
at September 19, 1994:
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OR EMPLOYMENT
(2) OTHER DIRECTOR
NAME BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
Alva A. App (1) Retired Senior Scientific Adviser to the 62 1986
United Nations Development Programme
(1987-1994). Previously a member of The
Rockefeller Foundation Field Staff (1987 to
1989).
Robert A. Beck (1) Chairman Emeritus of The Prudential 68 1976
Insurance Company of America (1987). Previously
Chairman of the Board and Chief Executive
Officer of The Prudential Insurance Company of
America (1978 to 1987).
(2) Director of Texaco, Inc., The Boeing
Company, The Prudential Insurance Company of
America, and Xerox Corporation.
Edmund M. Carpenter (1) Chairman and Chief Executive Officer of 52 1990
General Signal Corporation (1988).
(2) Director of Dana Corporation, General
Signal Corporation, and Texaco, Inc.
Bennett Dorrance (1) Private investor and Chairman and Managing 48 1989
Director of DMB Associates in Phoenix, Arizona
for more than five years. Vice Chairman of
Campbell Soup Company (independent director)
since November 18, 1993.
John T. Dorrance, III (1) Private investor. Former owner and operator 50 1984
of Ipy Cattle Ranch in Devils Tower, Wyoming
(1984-1993). Previously Chairman of the Board
of Vlasic Foods, Inc., a Campbell Soup Company
subsidiary (1988 to 1991).
</TABLE>
1
<PAGE> 5
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OR EMPLOYMENT
(2) OTHER DIRECTOR
NAME BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
Thomas W. Field, Jr. (1) Management Consultant, Field & Associates. 60 1987
Chairman, ABCO Markets, Inc. (1992). Previously
Chairman (1988-1989), President (1984-1989) and
Chief Executive Officer (1986-1989) of McKesson
Corporation.
(2) Director of ABCO Markets, Inc., Bromar,
Inc., Maxicare, Inc. and Stater Brothers
Market, Inc.
David W. Johnson (1) Chairman (1993), President (1990) and Chief 62 1990
Executive Officer (1990) of Campbell Soup
Company. Previously Chairman (1987-1990),
President (1987-1989) and Chief Executive
Officer (1987-1990) of Gerber Products Company;
President and Chief Executive Officer of
Entenmann's, Inc. (1982-1987).
(2) Director of Colgate-Palmolive Company
Philip E. Lippincott (1) Retired Chairman (1983-1994) and Chief 58 1984
Executive Officer (1982-1994) of Scott Paper
Company.
(2) Director of Exxon Corporation. Trustee of
The Penn Mutual Life Insurance Company.
Mary Alice Malone (1) Private investor and President of Iron 44 1990
Spring Farm, Inc. (horse breeding and
performance center), Chester County, Pa., for
more than five years.
Charles H. Mott (1) President and Chief Executive Officer of 62 1990
John W. Bristol & Co., Inc., an investment
management firm, for more than five years.
Ralph A. Pfeiffer, Jr. (1) Director of various corporations. 67 1987
Previously Senior Vice President of
International Business Machines Corporation and
Chairman and Chief Executive Officer of
International Business Machines World Trade
Corporation (1974 to 1986).
(2) Director of Arthur D. Little, Inc.,
International Business Machines World Trade
Corporation, New York Life Mainstay Funds,
NIKE, Inc., Osiris, Inc., and The Royal Bank of
Canada.
Donald M. Stewart (1) President and Chief Executive Officer 56 1992
(1987)
of The College Board. Previously President
(1976-1986) of Spelman College.
(2) Director of Principal Financial Group and
The New York Times Company.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION
OR EMPLOYMENT
(2) OTHER DIRECTOR
NAME BUSINESS AFFILIATIONS AGE SINCE
- ---------------------------------------------------------------------------- --- --------
<S> <C> <C> <C>
George Strawbridge, Jr. (1) Private investor, Adjunct Professor of 56 1988
Widener University, and President of Augustin
Stables for more than five years.
(2) Director of Buffalo Sabres of the National
Hockey League, Delaware Trust Company, Fairhill
Training Center, Meridian Bancorp Inc., and
Philadelphia Ventures Inc.; and President of
GAR Inc. and Margaret Dorrance Strawbridge
Foundation of PA I, Inc.
Robert J. Vlasic (1) Chairman Emeritus of Campbell Soup Company 68 1978
(1993). Previously Chairman of Campbell Soup
Company (1988 to 1993) and Chairman of Vlasic
Foods, Inc. (1964 to 1988).
(2) Director of O/E Automation, Inc. and
Reynolds Metals Company.
Charlotte C. Weber (1) Private investor. Trustee of The 51 1990
Metropolitan Museum of Art, New York, NY and of
Wake Forest University, Winston-Salem, NC; and
Owner, Live Oak Stud, a thoroughbred breeding
and training operation for more than five
years.
</TABLE>
3
<PAGE> 7
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding beneficial ownership
as of September 19, 1994, of the Company's Capital Stock of each Director, the
Company's five most highly compensated executive officers and the Directors and
Executive Officers as a group:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
AGGREGATE NUMBER PERCENT OF
OF SHARES OUTSTANDING
NAME BENEFICIALLY OWNED (A) SHARES
<S> <C> <C>
- -------------------------------------------------------------------------------------------
Alva A. App 3,292(b) *
- -------------------------------------------------------------------------------------------
Robert A. Beck 4,926 *
- -------------------------------------------------------------------------------------------
Edmund M. Carpenter 2,334 *
- -------------------------------------------------------------------------------------------
Bennett Dorrance 26,383,236(c) 10.6%
- -------------------------------------------------------------------------------------------
John T. Dorrance, III 26,145,600(d) 10.5%
- -------------------------------------------------------------------------------------------
Thomas W. Field, Jr. 16,240 *
- -------------------------------------------------------------------------------------------
David W. Johnson 703,240(e) *
- -------------------------------------------------------------------------------------------
Philip E. Lippincott 2,800 *
- -------------------------------------------------------------------------------------------
Mary Alice Malone 27,057,614(f) 10.9%
- -------------------------------------------------------------------------------------------
Charles H. Mott 31,566,684(g) 12.7%
- -------------------------------------------------------------------------------------------
Ralph A. Pfeiffer, Jr. 13,200 *
- -------------------------------------------------------------------------------------------
Donald M. Stewart 1,482 *
- -------------------------------------------------------------------------------------------
George Strawbridge, Jr. 4,088,072(h) 1.6%
- -------------------------------------------------------------------------------------------
Robert J. Vlasic 2,573,004(i) 1.0%
- -------------------------------------------------------------------------------------------
Charlotte C. Weber 11,083,082(j) 4.5%
- -------------------------------------------------------------------------------------------
John M. Coleman 83,889(k) *
- -------------------------------------------------------------------------------------------
Richard A. Shea 133,489(k) *
- -------------------------------------------------------------------------------------------
Robert Subin 57,366(k) *
- -------------------------------------------------------------------------------------------
Frank E. Weise, III 19,896(k) *
- -------------------------------------------------------------------------------------------
All directors including shares held in
the Voting Trust referred to on page 19
and executive officers as a group (20
persons) 130,502,622 52.5%
- -------------------------------------------------------------------------------------------
</TABLE>
- ------------------
* Less than 1% of the Company's outstanding shares of Capital Stock.
(a) The shares shown include 842,603 shares of Capital Stock with respect to
which Executive Officers have a right, as of November 19, 1994, to acquire
beneficial ownership because of vested stock options.
(b) Share ownership shown does not include 223 shares held by Dr. App's wife, as
to which he disclaims beneficial ownership.
(c) Mr. Bennett Dorrance is a grandson of Dr. John T. Dorrance, the brother of
John T. Dorrance, III and Mary Alice Malone, and a cousin of George
Strawbridge and Charlotte C. Weber. Share ownership shown does not include
153,472 shares held by the Estate of his father, John T. Dorrance, Jr., of
which he is an Executor, and as to which shares he disclaims beneficial
ownership. Does not include
4
<PAGE> 8
245,594 shares held as guardian for one of his children nor 245,616 shares
held as trustee for one of his children, as to which shares he disclaims
beneficial ownership. Reference is also made to "Principal Shareowners".
Does not include 137,400 shares held by the Dorrance Family Foundation.
(d) Mr. John Dorrance is a grandson of Dr. John T. Dorrance. Share ownership
shown does not include 153,472 shares held by the Estate of his father,
John T. Dorrance, Jr., of which he is an Executor, and as to which shares
he disclaims beneficial ownership. Does not include 12,262 shares held by
the YPI Foundation, of which he is a trustee, and as to which shares he
disclaims beneficial ownership. Does not include 591,188 shares he holds as
guardian for one of his children and as a trustee for a trust for the
benefit of one of his children, as to which shares he disclaims beneficial
ownership. Reference is also made to "Principal Shareowners". In addition,
he beneficially owns 300,000 shares of Arnotts Limited, a Campbell
subsidiary in which the Company owns 61%. Mr. Dorrance does not participate
in decisions regarding the Company's investment in Arnotts.
(e) Share ownership shown does not include 4,000 shares held by Mr. Johnson's
spouse, as to which he disclaims beneficial ownership.
(f) Ms. Mary Alice Malone is a granddaughter of Dr. John T. Dorrance. Share
ownership shown does not include 153,472 shares held by the Estate of her
father, John T. Dorrance, Jr., of which she is an Executrix and as to which
shares she disclaims beneficial ownership. Does not include 14,554 shares
held by her cousin as trustee of a trust for her children, as to which
shares she disclaims beneficial ownership. Reference is also made to
"Principal Shareowners".
(g) Share ownership shown for Mr. Mott includes 31,559,000 shares held by the
Voting Trust over which he, as a Trustee, has shared voting power.
Reference is also made to "Principal Shareowners". In September 1990 the
Trustees of the Voting Trust requested the Company's Governance Committee
to nominate Mr. Mott as a candidate for election as a director.
(h) Mr. Strawbridge is a grandson of Dr. John T. Dorrance and a cousin of
Charlotte Weber. Share ownership shown does not include 7,436,728 shares
held by various trusts, of which Mr. Strawbridge is a trustee, for the
benefit of his sister and her children, as to which shares he disclaims
beneficial ownership.
(i) Share ownership shown includes 89,270 shares owned by the Vlasic Foundation,
of which Mr. Vlasic is President, 201,624 shares owned by a revocable trust
created by Mr. Vlasic, of which he is the primary beneficiary and the
trustee, 189,354 shares owned by a revocable trust created by his wife, of
which he is a co-trustee, 50,324 shares owned by a charitable remainder
trust, of which he is trustee, and 2,020,044 shares owned by Vlasic &
Company, a partnership of which Mr. Vlasic is a former partner. The
partners of Vlasic & Company include various irrevocable trusts of which
his children are primary beneficiaries; various irrevocable trusts of which
his grandchildren are primary beneficiaries; and various revocable trusts
in which his children are settlors, primary beneficiaries and trustees.
(j) Mrs. Weber is a granddaughter of Dr. John T. Dorrance. Share ownership shown
includes 11,026,096 shares held by two trusts of which she is a co-trustee
and 55,786 shares held by a foundation of which she is also a co-trustee,
as to all of which she has shared voting and dispositive power. Does not
include 443,526 shares held by her husband, two of her children, and
guardians for two of her children, as to which she disclaims beneficial
ownership.
(k) In addition to the shares listed in the table, the following executive
officers have stock units credited to deferred compensation accounts: Mr.
Coleman, 9,756 units, Mr. Shea, 19,911 units, Mr. Subin, 27,639 units and
Mr. Weise, 39,439 units. The stock units reflect the election of the
individuals to defer into Campbell stock unit accounts previously earned
incentive compensation and pending awards of restricted performance stock.
The individuals are fully at risk as to the price of Campbell stock in
their deferred stock unit accounts. Additional stock units are credited to
the accounts to reflect accrual of dividends. The stock units do not carry
any voting rights.
5
<PAGE> 9
CORPORATE GOVERNANCE STANDARDS
1. The Board will operate in accordance with its Guidelines for Director
Conduct which became effective in 1991. The first Guideline states that
every director owes a duty of loyalty to the enterprise and is expected
always to act in the best interests of the Company's shareowners as a
whole.
2. The Board will evaluate the performance of the CEO at least annually in
meetings of independent directors that are not attended by the CEO. For
this purpose, "independent" means no present or former employment by
the Company and no significant financial or personal tie to the Company
other than share ownership and entitlement to director fees.
3. When the CEO also holds the position of Chairperson of the Board, the
Board will elect a non-executive Vice Chair (or a non-executive
director who is the Lead Director). The Vice Chair or Lead Director
will preside at meetings to evaluate the performance of the CEO.
4. Every year the Board will review and approve a three-year strategic
plan and one-year operating plan for the Company.
5. All directors will stand for election every year.
6. The Board believes that as a general rule, former Campbell executives
should not serve on the Board. (At present, all directors are
independent except for Campbell's CEO.)
7. The Audit, Compensation/Organization and Governance (Nominating)
Committees will consist entirely of independent directors.
8. Committee members will be appointed by the Board.
9. The Governance Committee will annually assess Board and Committee
effectiveness.
10. Whenever feasible, directors will receive materials well in advance of
meetings for items to be acted upon.
11. Interlocking directorships will not be allowed, except with respect to
joint ventures. (An interlocking directorship would occur if a Campbell
officer served on the Board of Company X and an officer of Company X
served on the Campbell Board, or if a major supplier or customer served
on Campbell's Board.)
12. Directors are required to own at least 1,000 Campbell shares within one
year of election.
13. Directors must retire by age 70.
14. Succession planning and management development will be reported
annually by the CEO to the Board.
15. All officers and other senior executives (approximately 70 persons)
will own outright (i.e., excluding options and restricted stock)
Campbell stock valued at one-half to three times base salary, depending
on their positions.
16. Incentive compensation plans will link pay directly and objectively to
measured financial goals set in advance by the Compensation Committee.
(See Compensation Committee Report at pages 7 to 10).
17. Stock options will not be repriced (the exercise price for options will
not be lowered even if the current market price of the stock is below
the exercise price).
18. The Company does not have a "poison pill" or other anti-takeover
devices because it believes that the way to remain independent is via
superior performance in building shareowner wealth.
19. All shareowners have equal voting rights.
20. These Corporate Governance Standards have been developed and approved
by the Board.
6
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION AND ORGANIZATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- - Key Principles
Pay Competitively -- For Results:
-- The Company measures and evaluates its compensation practices using the
following two groups of companies:
<TABLE>
<S> <C>
-- Compensation Peer Group 33 companies in the food, beverages, and other
consumer packaged goods companies.
-- Performance Peer Group 20 food companies in fiscal 1994 with businesses
similar to those of Campbell, including two
non-U.S. competitors as well as Campbell.
</TABLE>
-- The compensation offered by the Company is designed to be competitive
with other well-managed consumer products companies (Compensation Peer
Group) and to reward superior performance with superior levels of
compensation. The Compensation Peer Group is used to compare Campbell's
compensation package to that of other companies that compete with
Campbell for the same executives.
Independent Design and Goal-Setting:
-- The Compensation and Organization Committee consists entirely of outside
directors as defined for purposes of Section 162(m) of the Internal
Revenue Code.
-- With regard to CEO compensation, the Committee employs an independent
compensation consultant who reports directly to the Committee.
-- The performance goals for incentive compensation plans are determined by
the Committee in conjunction with the Board's approval of the Company's
strategic and operating plans.
High Portion at Risk:
-- Executives' total compensation is significantly at risk, based upon the
financial performance of the Company. For the executive officers listed
on page 11, the portion at risk in fiscal 1994 ranged from 60% to 75% of
total compensation.
-- Executives' personal net worth depends heavily on appreciation in value
of the Company's stock over the long term. Fifty percent of officers'
long-term compensation consists of restricted performance stock and the
remainder consists of stock options granted at the market price. Also,
officers are required to own outright (i.e., excluding options and
restricted shares) Campbell stock valued at one to three times base
salary, depending on their positions.
-- The Company has never repriced stock options, and the new 1994 Long-Term
Incentive Plan (see page A-4) explicitly prohibits repricing options.
-- The Committee's independent consultant has confirmed that the Company's
executive compensation programs are strongly linked to measured
financial performance and place a significant portion of compensation at
risk.
7
<PAGE> 11
Tight Focus on Quantitative Measures:
-- The annual incentive plan (WIN Plan) is based totally on measured
financial performance. Every payout depends on results, not efforts. A
minimum cash return on assets (CROA), which varies by business unit,
must be achieved before a bonus can be paid. If that threshold is met,
the precise amount of the bonus is calculated based upon attainment of
performance goals such as earnings and sales growth. If it is not met,
no bonuses are paid.
-- The long-term incentive plan is not limited to stock options. Every
participant also receives long-term cash performance units or restricted
performance shares. Payout is totally dependent on attainment of
financial goals for cash return on assets and corporate net earnings.
-- The short-term and long-term plans are objective and dependent on
achievement of earnings and sales goals.
Beating Performance of Peers Increases Rewards:
-- The Company sets its salaries at the median of the Compensation Peer
Group. The "targets" for total compensation consisting of salary, annual
bonus and long-term compensation are also designed to deliver
compensation at the median of the Compensation Peer Group.
-- The programs provide the opportunity for total compensation ranking in
the top quartile of the Compensation Peer Group if, but only if, the
Company achieves its goal for corporate net earnings AND the Company's
performance, as measured by growth in earnings, is in the top quartile
of the Performance Peer Group. To reward consistent performance,
companies which ranked in the bottom quartile in the base year are not
included when calculating the top quartile.
- - Calculation of Annual Bonus
The following methodology determined bonus payouts for fiscal 1994:
I. ACTIONS BEFORE THE START OF THE FISCAL YEAR
(1) A target bonus was set for each participating executive. This dollar
amount was based upon a percentage of the midpoint of the salary range
for the executive's job and was calculated to deliver median
compensation in comparison with the Compensation Peer Group.
(2) The Board of Directors reviewed and approved an Operating Plan which
set specific performance goals (which in 1994 were CROA, net sales and
earnings) for the Company and its major business units. The goal for
the rate of growth in corporate net earnings is set at a number which
is expected, at the time of its approval, to deliver superior results
in comparison to the Performance Peer Group. For fiscal 1995, the
Committee has included an element of balance sheet management which
requires the attainment of goals for inventory levels.
(3) The Board's Compensation and Organization Committee determined what
portion of each executive's bonus would depend on Company results (a
minimum of 20%) and what portion would depend on the results of a
business unit. For the CEO, 100% of bonus depended on total Company
results.
II. ACTIONS AFTER THE END OF THE FISCAL YEAR
(1) Financial statements were prepared for the Company and each business
unit.
(2) For each business unit and the Company, CROA was calculated and
compared to the Board-determined threshold. No bonus was paid for
business units that fell short of their Operating Plan CROA threshold.
In 1994, the Company met its CROA threshold.
8
<PAGE> 12
(3) Where the CROA threshold was satisfied, the major portion (90%) of the
bonus opportunity was determined by comparing earnings performance to
the Operating Plan earnings target. If the earnings threshold was not
met, no bonus was paid on account of the unit's earnings. By the terms
of the incentive plan, extraordinary events such as major
restructurings and accounting changes are excluded. In 1994 the
Company's net earnings exceeded the plan.
(4) Next, sales performance, representing a 10% portion of bonus
opportunity, was compared to the Operating Plan sales target. If the
sales threshold was not met, no bonus was paid on account of sales.
Above-target sales performance could result in above-target bonus
payment only if 100% of the earnings goal was also met. In fiscal 1994,
Company sales growth fell short of the threshold for bonus payment and
no payment was made to the CEO or corporate staff officers on this
component. For fiscal 1995 the Committee has increased the percentage
of bonus dependent on the sales goal to 20% to increase the emphasis on
sales growth.
(5) Finally, Company earnings performance was compared to that of the
Performance Peer Group. By the terms of the program, if the Company
achieves its goal for corporate net earnings AND the rate of growth in
the Company's net earnings place it in the top quartile of the
Performance Peer Group, each bonus-eligible executive would receive an
additional 30% of his/her bonus target. If the Company ranked first,
each such executive's supplemental amount would increase from 30% to
40% of target. For purposes of this "top quartile" calculation,
extraordinary events are excluded. Companies which ranked in the bottom
quartile in earnings growth in the prior fiscal year are excluded in
the calculation because the purpose of this component of bonus
opportunity is to motivate consistent peer-beating results and to
provide compensation in the top quartile of the Compensation Peer Group
if top quartile performance is achieved. In fiscal 1994, so measured,
the Company ranked #1 in the Performance Peer Group and this triggered
a supplemental payment of 40% of bonus target.
- - Long-Term Compensation
Fifty percent of officers' long-term compensation is delivered via
restricted performance shares. Grants are made every two years for overlapping
three-year performance periods. Any entitlement to delivery of shares at the end
of a performance period depends on whether the Company meets the minimum CROA
declared in the strategic plan for the performance period. The number of shares
actually delivered depends upon cumulative corporate net earnings for the
performance period. If the Company satisfies its CROA threshold and delivers
cumulative earnings beyond the goal in the strategic plan, additional shares are
awarded at time of earnout.
The other 50% of value delivered to officers under the Long-Term Incentive
Plan is in the form of stock options, awarded annually.
Guidelines for restricted performance share and stock option grants to
executives are designed to deliver median compensation when compared to the
Compensation Peer Group. Most of the stock option grants to officers in fiscal
1994 were made at or below guideline. The stock option grant to the CEO was at
guideline.
- - Policy on Deductibility of Compensation
Section 162(m) of the Internal Revenue Code limits the tax deduction to $1
million for compensation paid to the executive officers listed on page 11,
unless certain requirements are met. The Committee has carefully considered
these new requirements and the proposed regulations. The proposed Campbell Soup
Company 1994 Long-Term Incentive Plan (see page 20) and proposed amendments to
the Management Worldwide Incentive Plan (see page 23) are designed to meet the
new requirements. Minimal changes had to be made because the Company's incentive
plans were designed to link pay to Company performance. The Committee's present
intention is to comply with the requirements of Section 162(m) unless the
Committee feels that required changes would not be in the best interest of the
Company or its shareowners.
9
<PAGE> 13
- - CEO Compensation
The Chief Executive Officer's salary, bonus and annual grants of stock
options and restricted performance shares follow the policies and calculations
set forth above.
The CEO's salary increase in fiscal 1994 was based on the Compensation
Committee's evaluation of his performance and the Company's performance, after
review of competitive salary data by the Committee's independent consultant. The
Company's performance is measured against goals for sales, corporate net
earnings, return on equity and CROA, of which all were achieved except for the
sales goal. Company performance is also compared to the Performance Peer Group.
Other measurements used to evaluate the CEO are stock price performance, market
share data, and development of sound strategic, operating and succession plans.
No specific weighting was assigned to these factors in determining the base
salary increase. The initiatives and programs put in place by Mr. Johnson since
he joined the Company in 1990 have resulted in dramatic improvements in the
Company's performance. Some of the key indicators of performance are set forth
below.
In fiscal 1994, the Board approved a special challenge incentive to the CEO
under which he can earn from $0 to $5 million in addition to his other
compensation if specified aggressive sales goals are achieved for certain
businesses in fiscal 1996. The purpose of the challenge is to motivate
acceleration of the Company's global expansion. If minimum goals are not
achieved, no payment will be earned.
COMPANY PERFORMANCE
<TABLE>
<CAPTION>
CHANGE FROM
FISCAL YEAR 1990* 1994 1990 TO 1994
- ---------------------------------------------------- ------- ------- -----------------
<S> <C> <C> <C> <C>
Net Earnings (millions)............................. $306.0 $630.3 19.8% per year
Net Margin.......................................... 4.9% 9.4% 4.5 points
Earnings Per Share (EPS)............................ $1.18 $2.51 20.8% per year
Return on Equity.................................... 16.2% 34.1% 17.9 points
Cash Return on Assets (CROA)........................ 19.0% 25.2% 6.2 points
Market Value (billions)............................. $6.9 $9.2 7.4% per year
Annual Dividends Declared per Share................. $.49 $1.09 22.1% per year
</TABLE>
- ------------------
* Excluding restructuring charges of $301.6 million
COMPENSATION AND ORGANIZATION COMMITTEE
RALPH A. PFEIFFER, JR., CHAIR
ROBERT A. BECK
JOHN T. DORRANCE, III
THOMAS W. FIELD, JR.
MARY ALICE MALONE
GEORGE STRAWBRIDGE, JR.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are none.
10
<PAGE> 14
TABLE 1 -- SUMMARY COMPENSATION
The following table sets forth the cash compensation awarded, paid to, or
earned by the Company's Chief Executive Officer and the four other most highly
paid Executive Officers.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM AWARDS
------------------------------- ----------------------
NUMBER
OF ALL
NAME AND RESTRICTED OPTIONS OTHER
PRINCIPAL POSITION YEAR SALARY BONUS STOCK(1) (#) COMPENSATION(2)
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
DAVID W. JOHNSON 1994 $865,000 $944,541 $ 80,575 66,000 $ 53,042
Chairman, President and 1993 $806,700 $912,722 $5,585,850 40,000 $ 41,180
Chief Executive Officer 1992 $757,500 $548,400 0 40,000 $ 43,812
- ------------------------------------------------------------------------------------------------------------------
FRANK E. WEISE, III 1994 $312,000 $287,773 0 18,000 $ 12,402
Senior Vice President-Finance 1993 $291,667 $336,897 $ 400,350 13,400 $ 4,302
and Chief Financial Officer 1992 $147,020(3) $ 86,900 $ 873,250 23,400 $184,720
- ------------------------------------------------------------------------------------------------------------------
RICHARD A. SHEA(4) 1994 $305,000 $230,256 0 0 $ 9,187
Senior Vice President. 1993 $294,500 $100,922 $ 459,200 13,400 $ 9,552
President-Biscuit & Bakery 1992 $280,167 $ 35,600 0 10,600 $ 8,904
- ------------------------------------------------------------------------------------------------------------------
JOHN M. COLEMAN 1994 $298,000 $228,150 0 14,400 $ 15,551
Senior Vice President- 1993 $281,667 $266,603 $ 321,850 10,600 $ 8,517
Law and Public Affairs 1992 $260,000 $164,308 0 10,600 $ 9,509
- ------------------------------------------------------------------------------------------------------------------
ROBERT SUBIN 1994 $272,000 $247,689 0 14,400 $ 8,172
Senior Vice President. 1993 $260,000 $192,024 $ 251,200 8,400 $ 8,053
President-Bakery & Confectionery 1992 $238,333 $ 28,810 $ 63,500 8,400 $ 7,157
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
1. Dollar values of stock awards are based on market price at time of grant.
Except as noted below, all stock awards listed in the above table are
performance restricted. Delivery of performance restricted shares depends
entirely upon attainment of financial goals for cash return on assets and
corporate net earnings. Two stock awards were time-lapse restricted stock:
10,000 shares ($367,500) to Frank Weise in 1992 represented a one-time award
to compensate for forfeiture of incentive compensation from his previous
employer and 100,000 shares ($4,112,500) to David W. Johnson in 1993 to be
delivered in 1997, provided Mr. Johnson does not retire or otherwise leave
the Company before completing 7 1/2 years of service. In fiscal 1994, as a
result of Company performance over a three year period (see page 9, Long-Term
Compensation) that exceeded the goal for 100% earnout, Mr. Johnson received a
supplemental award of 2,246 shares which vested immediately. The aggregate
number of restricted stock or restricted stock units held and their value as
of the end of the fiscal year for the executives were as follows: Mr.
Johnson, 337,300 shares/$12,480,100; Mr. Weise, 10,200 shares/$377,400; Mr.
Shea, 3,400 shares/$125,800; Mr. Coleman, 8,200 shares/$303,400; and Mr.
Subin, 6,400 shares/$236,800. Regular quarterly dividends are paid on
restricted stock, except for 300,000 time-lapse restricted shares held by Mr.
Johnson, the dividends for which are impounded and payable when the
restriction periods lapse.
2. "All other compensation" consists of Company contributions to the 401(k) Plan
and Supplemental Savings Plan. For Mr. Weise in fiscal 1992, it also includes
a special one-time payment of $184,720 to compensate him for forfeiture of
incentive compensation from his previous employer and for relocation
expenses.
3. Mr. Weise joined the Company on January 21, 1992.
4. Mr. Shea retired on July 31, 1994. Following his retirement, provided that
Mr. Shea does not work for or advise a competitor of a Campbell business or
engage in any activity that competes with a Campbell business his salary will
be continued for 65 weeks totaling $383,760. Mr. Shea will provide consulting
services to the Company during this period.
11
<PAGE> 15
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
TABLE 2 -- OPTION GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE (1)
- -----------------------------------------------------------------------------------------------------------------
% OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO EXERCISE GRANT
OPTIONS EMPLOYEES OR BASE DATE
GRANTED(2) IN FISCAL PRICE EXPIRATION PRESENT
NAME (#) YEAR ($/SH) DATE VALUE ($)
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
David W. Johnson 66,000 4.78% $36.5875 6/23/04 $650,760
- -----------------------------------------------------------------------------------------------------------------
Frank E. Weise, III 18,000 1.30% $36.5875 6/23/04 $177,480
- -----------------------------------------------------------------------------------------------------------------
Richard A. Shea 0 0 N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------------
John M. Coleman 14,400 1.04% $36.5875 6/23/04 $141,984
- -----------------------------------------------------------------------------------------------------------------
Robert Subin 14,400 1.04% $36.5875 6/23/04 $141,984
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option models require a prediction about the
future movement of the stock price. The following assumptions were made for
purposes of calculating Grant Date Present Value: average option term of six
years, volatility of 24.6% (calculated monthly over the three preceding
calendar years), dividend yield of 3% and interest rate of 6.4% (six year
Treasury note rate at January 3, 1994). The real value of the options in
this table depends upon the actual performance of the Company's stock during
the applicable period and upon when they are exercised.
(2) Options have a ten-year term and vest over three years at the rate of 30%,
60%, 100% on the first three anniversaries following the date of grant. All
options vest immediately in the event of a Change in Control.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TABLE 3 -- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(2)
------------------------------------------------
SHARES ACQUIRED VALUE EXER- UNEXER- EXER- UNEXER-
NAME ON EXERCISE (#) REALIZED ($)(1) CISABLE CISABLE CISABLE CISABLE
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
David W. Johnson 0 0 246,800 110,000 $1,555,480 $53,225
- ------------------------------------------------------------------------------------------------------------------
Frank E. Weise, III 0 0 18,060 36,740 18,060 16,135
- ------------------------------------------------------------------------------------------------------------------
Richard A. Shea 0 0 61,680 0 299,476 0
- ------------------------------------------------------------------------------------------------------------------
John M. Coleman 0 0 54,590 26,060 305,661 12,830
- ------------------------------------------------------------------------------------------------------------------
Robert Subin 0 0 42,302 23,640 372,686 11,400
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) Value realized equals fair market value of the stock on date of exercise,
less the exercise price, times the number of shares acquired. Taxes must be
paid by the individual on the value realized.
(2) Value of unexercised options equals fair market value of a share into which
the option can be converted at July 31, 1994 (market price $37.00), less
exercise price, times the number of options outstanding.
12
<PAGE> 16
RETURN TO SHAREOWNERS PERFORMANCE GRAPH*
The following graph compares the cumulative total Shareowner return on the
Company's capital stock with the cumulative total return of the Standard &
Poor's Food Index (the "S&P Food Group") and the Standard & Poor's 500 Stock
Index (the "S&P 500"). Also indicated below is the related compound annual
growth rates (CAGR). The graph assumes that $100 was invested on July 31, 1989
in each of Campbell stock, the S&P Food Group and the S&P 500, and that all
dividends were reinvested.
[FIGURE 1]
*Stock Appreciation + Dividend Reinvestment
Campbell closing price was $37.00 on July 31, 1994
<TABLE>
<CAPTION>
Measurement Period S&P FOOD
(Fiscal Year Covered) CAMPBELL GROUP S&P 500
<S> <C> <C> <C>
1989 100 100 100
1990 93 103 106
1991 141 131 120
1992 137 143 135
1993 133 128 147
1994 141 139 155
</TABLE>
13
<PAGE> 17
PENSION PLANS
The following table illustrates the approximate annual pension that may
become payable to an employee in the higher salary classifications under the
Company's regular and supplementary pension plans.
<TABLE>
<CAPTION>
AVERAGE
COMPENSATION
IN HIGHEST ESTIMATED ANNUAL PENSIONS
5 YEARS OF YEARS OF SERVICE
LAST 10 YEARS OF -------------------------------------------------------------
EMPLOYMENT 20 25 30 35 40
- ---------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 400,000 $ 117,600 $ 147,000 $ 176,400 $ 186,400 $ 196,400
600,000 177,600 222,000 266,400 281,400 296,400
800,000 237,600 297,000 356,400 376,400 396,400
1,000,000 297,600 372,000 446,400 471,400 496,400
1,200,000 357,600 447,000 536,400 566,400 596,400
1,400,000 417,600 522,000 626,400 661,400 696,400
1,600,000 477,600 597,000 716,400 756,400 796,400
1,800,000 537,600 672,000 806,400 851,400 896,400
2,000,000 597,600 747,000 896,400 943,400 993,400
</TABLE>
Compensation covered for executive officers named in the table on page 11
is the same as the total salary and bonus shown in that table.
Pursuant to his employment agreement Mr. Johnson has been credited with 26
years of service, but the pension will be automatically reduced by the sum of
all pension benefits from his prior employers. The additional years of service
credited to Mr. Johnson were a necessary part of the recruitment package in
order to compensate him for pension benefits that would have accrued at his
previous employer and to place him, after offsets, in the position of a long
time Campbell employee retiring at the same age. As of the end of fiscal 1994
(ended July 31), the full years of accrued service under the pension plans for
the other four individuals named in the compensation table on page 11 were as
follows: Mr. Weise, 6; Mr. Shea, 12; Mr. Coleman, 11; and Mr. Subin, 17. The
foregoing years of credited service for Mr. Weise and Mr. Coleman include
additional years of service pursuant to supplemental pension agreements designed
to attract executives from other employers in the middle of their careers.
These estimated amounts assume retirement at age 65 (normal retirement age)
with a straight-life annuity without reduction for a survivor annuity or for
optional benefits. They are not subject to deduction for Social Security
benefits.
TERMINATION ARRANGEMENTS
The Company has entered into Special Severance Protection Agreements
("Special Severance Agreements") with Mr. Weise, Mr. Coleman, Mr. Subin and
other executive officers. The Special Severance Agreements provide severance pay
and continuation of certain benefits should a Change in Control occur. Entry
into the Agreements was unanimously approved by the independent members of the
Board of Directors. In order to receive benefits under the Special Severance
Agreements, the executive's employment must be terminated involuntarily, without
cause, whether actual or "constructive", within two years following a Change in
Control.
Generally, a "Change in Control" will be deemed to have occurred in any of
the following circumstances:
(i) the acquisition of 25% or more of the outstanding voting stock of the
Company by any person or entity, with certain exceptions for Dorrance
family members;
14
<PAGE> 18
(ii) the persons serving as directors of the Company as of January 25,
1990, and those replacements or additions subsequently approved by a
two-thirds vote of the Board, cease to make up at least two-thirds of
the Board;
(iii) a merger, consolidation or share exchange in which the shareowners of
the Company prior to the merger wind up owning 80% or less of the
surviving corporation; or
(iv) a complete liquidation or dissolution of the Company or disposition of
all or substantially all of the assets of the Company.
Under the employment agreement with Mr. Johnson, upon any termination
initiated by the Company without cause, he would be entitled to continuation of
his base salary for the longer of 18 months or the remainder of the contract
term and to continuation of health and life insurance. Mr. Johnson would also be
entitled to a portion of his targeted bonus prorated to the expired portion of
the fiscal year in which termination occurs. In the event of a hostile takeover
of the Company (as determined by the Board of Directors), there would be
immediate vesting of 300,000 shares of time-lapse restricted stock and dividends
that have been held in escrow would be paid.
Under the Special Severance Agreements, severance pay would equal two and
one half years' base salary and bonus. Medical, life and disability benefits
would be provided at the expense of the Company for the lesser of (i) 30 months
or (ii) the number of months remaining until the executive's 65th birthday. The
Company would pay in a single payment an amount equal to the value of the
benefit the executive would have accrued under the Company's pension plans had
the executive remained in the employ of the Company for an additional 30 months
or until his 65th birthday, if earlier.
Upon a Change in Control, (a) all options outstanding on the date of such
Change in Control would become immediately and fully exercisable and (b) all
restrictions upon any restricted shares (other than "Performance Restricted
Shares" which are subject to performance related restrictions) would lapse
immediately and all such shares would become fully vested. An executive officer
would become vested in, and restrictions would lapse on, the greater of (i)
fifty percent (50%) of the Performance Restricted Shares or (ii) a pro rata
portion of such Performance Restricted Shares based on the portion of the
performance period that has elapsed to the date of the Change in Control.
During any fiscal year in which a Change in Control occurs, each
participant (a) whose employment is terminated prior to the end of such year or
(b) who is in the employ of the Company on the last day of such year would be
entitled to receive, within thirty (30) days thereafter, a cash payment equal to
the greater of (i) his or her target bonus award for such year or (ii) the
average of the awards paid or payable to him or her under the Management
Worldwide Incentive Plan for the two most recent fiscal years ended prior
thereto. Any amount to be paid to a participant who is not employed for the
entire fiscal year would be prorated. Such payment would be made regardless of
whether or not the Company has paid any cash dividend in the fiscal year.
15
<PAGE> 19
BOARD COMMITTEES AND MEETING ATTENDANCE
The Company has Audit, Compensation and Organization, Executive, Finance
and Corporate Development, Governance, and Retirement Committees of its Board of
Directors. Membership as of the record date was as follows:
<TABLE>
<CAPTION>
COMPENSATION
AUDIT AND ORGANIZATION EXECUTIVE
- --------------------------- --------------------------- --------------------
<S> <C> <C>
E. M. Carpenter, Chair R. A. Pfeiffer, Jr., Chair R. A. Beck, Chair
A. A. App R. A. Beck J. T. Dorrance, III
C. H. Mott J. T. Dorrance, III D. W. Johnson
D. M. Stewart T. W. Field, Jr. P. E. Lippincott
C. C. Weber M. A. Malone R. A. Pfeiffer, Jr.
G. Strawbridge, Jr. G. Strawbridge, Jr.
R. J. Vlasic
</TABLE>
<TABLE>
<CAPTION>
FINANCE AND
CORPORATE DEVELOPMENT GOVERNANCE RETIREMENT
- --------------------------- --------------------------- --------------------
<S> <C> <C>
P. E. Lippincott, Co-Chair B. Dorrance, Chair C. H. Mott, Chair
B. Dorrance, Co-Chair R. A. Beck A. A. App
R. A. Beck P. E. Lippincott T. W. Field, Jr.
E. M. Carpenter G. Strawbridge, Jr. M. A. Malone
J. T. Dorrance, III R. J. Vlasic D. M. Stewart
D. W. Johnson C. C. Weber
C. H. Mott
R. A. Pfeiffer, Jr.
R. J. Vlasic
</TABLE>
AUDIT COMMITTEE 4 meetings in fiscal 1994
-- Recommends the appointment of the Company's independent accountants;
-- Reviews the scope and results of the audit plans of the independent
accountants and the internal auditors;
-- Oversees the scope and adequacy of the Company's internal accounting
control and record-keeping systems;
-- Reviews the objectivity, effectiveness and resources of the internal audit
function which reports directly to the Committee;
-- Confers independently with the internal auditors and the independent
accountants;
-- Reviews non-audit services to be performed by the independent accountants;
and
-- Determines the appropriateness of fees for audit and non-audit services
performed by the independent accountants.
COMPENSATION AND ORGANIZATION COMMITTEE 7 meetings in fiscal 1994
-- Reviews and recommends to the Board salary and incentive compensation,
including bonus, stock options and restricted stock, for the Chief
Executive Officer;
-- Reviews and approves the salaries and incentive compensation for all
corporate officers and senior executives;
-- Reviews and approves the short-term and long-term incentive compensation
programs, including the performance goals;
16
<PAGE> 20
-- Reviews the salary structure and the apportionment of compensation among
salary and short-term and long-term incentive compensation;
-- Reviews and approves the incentive compensation to be allocated to
employees; and
-- Reviews, prior to becoming effective, any major organization change that
the Chief Executive Officer intends to implement.
EXECUTIVE COMMITTEE 1 meeting in fiscal 1994
-- Exercises all the powers of the Board when the Board is not in session,
except as otherwise provided by New Jersey law.
FINANCE AND CORPORATE DEVELOPMENT 7 meetings in fiscal 1994
Reviews and makes recommendations to the Board regarding:
-- All issuances, sales or repurchases of equity and long-term debt;
-- Changes in the Company's capital structure;
-- The capital expenditure program; and
-- Acquisitions, divestitures, joint ventures, partnerships or
combination of business interests.
GOVERNANCE COMMITTEE 5 meetings in fiscal 1994
Reviews and makes recommendations to the Board regarding:
-- The organization and structure of the Board;
-- Qualifications for director candidates;
-- Candidates for election to the Board;
-- Candidate for the position of Chairperson of the Board; and
-- The role and effectiveness of the Board and each Committee in the
Company's corporate governance process.
The Governance Committee seeks potential nominees for Board membership in
various ways and will consider suggestions submitted by shareowners. Such
suggestions, together with appropriate biographical information, should be
submitted to the Corporate Secretary of the Company.
RETIREMENT COMMITTEE 5 meetings in fiscal 1994
-- Oversees policies and practices relating to the Company's retirement and
pension plans;
-- Monitors the administration of the Company's retirement and pension plans;
-- Reviews and submits recommendations to the Board regarding proposed
appointments to the Administrative Committee of the pension plans; and
-- Reviews and submits recommendations to the Board concerning any proposed
amendments to the Company's retirement and pension plans.
Actions taken by any of the foregoing committees are reported to the Board,
usually at its next meeting.
During fiscal 1994 (ended July 31), the Board of Directors met nine times:
eight regular meetings and one organization meeting. All directors attended at
least 83% of their scheduled Board meetings and meetings held by Committees of
which they were members. Directors meet their responsibilities not only
17
<PAGE> 21
by attending Board and Committee meetings but also through communication with
the Chairman and the Chief Executive Officer and other members of management on
matters affecting the Company.
DIRECTOR COMPENSATION
Independent directors receive an annual retainer of $18,000 and 400 shares
of Capital Stock, and a fee of $1,250 for each Board meeting attended and $1,000
for each Committee meeting attended, together with reimbursement for travel
expenses. The chairpersons of the several Board Committees receive an additional
annual retainer of $4,000 and the members receive $2,500, except for the
Executive Committee (no annual retainer). The non-executive Vice Chairman
receives an additional annual retainer of $25,000. Independent directors may
elect to defer until termination of their service or age 70 all or part of their
retainers and fees.
Mr. Vlasic, the non-executive Chairman of the Board from August 1 to
November 17, 1993, received a total of $200,983 consisting of $150,000 for
services as Chairman and $50,983 for services as a director during fiscal 1994.
Directors who are also employees (Mr. Johnson only) receive no remuneration for
service as Directors or as Board Committee chairpersons or members.
The Company also has a retirement plan whereby a Board member who has
served as such for eight years will receive an annual payment equal to the
annual retainer in effect at the time the director leaves the Board payable for
the shorter of (i) his or her period of service as a non-employee director, or
(ii) the remainder of his or her lifetime. Such payments cannot commence prior
to the director's attaining age 55. If a director dies before receiving payments
equal to his or her period of service, the remainder of such payments shall be
made in a lump sum to the director's named beneficiary.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At the close of business on September 19, 1994, the record date for the
meeting, there were outstanding and entitled to vote 248,427,876 shares of
Campbell Capital Stock, all of one class and each having one vote. The holders
of a majority of the shares outstanding and entitled to vote, present in person
or represented by proxy, constitute a quorum for the meeting.
18
<PAGE> 22
PRINCIPAL SHAREOWNERS
Information concerning the owners of more than 5% of the outstanding
Campbell Capital Stock as of the record date for the meeting follows:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT/NATURE OF OUTSTANDING
NAME/ADDRESS BENEFICIAL OWNERSHIP STOCK
- ------------------------------------------------- --------------------- -----------
<S> <C> <C>
Bennett Dorrance 26,383,236, Note (1) 10.6%
DMB Associates,
4201 North 24th Street,
Suite 120
Phoenix, AZ 85016
John T. Dorrance, III 26,145,600, Note (2) 10.5%
N7776 Lyford Cay
Nassau, N.P. Bahamas
Mary Alice Malone 27,057,614 Note (3) 10.9%
Iron Spring
Farm, R.D. #3,
Coatesville, PA 19320
Dorrance H. Hamilton, Charles H. Mott and 31,873,646 Note (4) 12.8%
John A. van Beuren, Voting Trustees under
the Major Stockholders' Voting Trust dated
as of June 2, 1990
("Voting Trust") and related persons,
25 Enterprise Center,
Suite 103, East Main Road,
Middletown, RI 02842.
Note (5).
</TABLE>
- ------------------
(1) A director nominee. See note (c) on page 4.
(2) A director nominee. See note (d) on page 5.
(3) A director nominee. See note (f) on page 5.
(4) Mr. Mott is a director nominee. See note (g) on page 5. Includes 31,559,000
shares (12.7% of the outstanding shares) held by the Voting Trustees with
sole voting power and 314,646 shares held by participants outside the Voting
Trust or by persons related to them, for a total of 31,873,646 shares (12.8%
of the outstanding shares). Includes 14,811,780 shares (6.0% of the
outstanding shares) with sole dispositive power and 800,000 shares with
shared dispositive power held by Dorrance H. Hamilton, 200 Eagle Road, Suite
316, Wayne, PA 19087. Also includes 1,234,458 shares with shared dispositive
power held by Samuel M. V. Hamilton, Mrs. Hamilton's husband. Also includes
13,778,464 shares (5.5% of the outstanding shares) with sole dispositive
power and 193,284 shares with shared dispositive power held by Hope H. van
Beuren, wife of John A. van Beuren, 25 Enterprise Center, Suite 103, East
Main Road, Middletown, RI 02842. Mr. van Beuren also has shared dispositive
power over such 193,284 shares. Also includes 1,005,384 shares held by Mr.
van Beuren with shared dispositive power. Participants in the Voting Trust
have certain rights to withdraw shares deposited with the Voting Trustees
including the right to withdraw these shares prior to any annual or special
meeting of the Company's shareowners. Dispositive power as used above means
the power to direct the sale of the shares; in some cases it does not
include the power to direct how the proceeds of sale can be used. The Voting
Trust was formed by certain descendants (and spouses, fiduciaries and a
related foundation) of the late Dr. John T. Dorrance, Sr. The participants
have indicated that they formed the Voting Trust as a vehicle for acting
together
19
<PAGE> 23
as to matters which may arise affecting the Company's business, in order to
obtain their objective of maximizing the value of their shares.
The Trustees will act for participants in communications with the Company's
Board of Directors. Participants believe the Voting Trust may also
facilitate communications between the Board and the participants.
(5) Under the Voting Trust Agreement, all shares held by the Voting Trust will
be voted by the Trustees whose decision must be approved by at least two
Trustees if there are three Trustees then acting. In the event of a
disagreement among the Trustees designated by the family groups
participating in the Voting Trust, the shares of the minority may be
withdrawn. The Voting Trust continues for ten years from June 2, 1990,
unless it is sooner terminated or extended.
The foregoing information relating to Shareowners is based upon the
Company's stock records and data supplied to the Company by the holders as of
the record date for the meeting.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
The Company believes that during fiscal 1994 its executive officers and
directors have complied with all Section 16 filing requirements.
ITEM 2
APPROVAL OF CAMPBELL SOUP COMPANY
1994 LONG-TERM INCENTIVE PLAN
AND APPROVAL OF CONFORMING AMENDMENTS TO
CAMPBELL SOUP COMPANY 1984 LONG-TERM INCENTIVE PLAN
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The Campbell Soup Company 1984 Long-Term Incentive Plan ("1984 Plan"),
which was approved by the Shareowners at the 1984 Annual Meeting, will terminate
on November 16, 1994, in accordance with its provisions. The Board recommends
the approval of the Campbell Soup Company 1994 Long-Term Incentive Plan ("1994
Plan") which is substantially the same as the 1984 Plan. A majority of the votes
cast at the meeting is required for approval. Except as otherwise specified in
the proxy, proxies will be voted for approval. The major changes are designed
to:
(1) meet strict requirements of Section 162(m) of the Internal Revenue Code
regarding performance-based compensation so that compensation in excess
of $1 million will be tax deductible;
(2) prohibit the repricing of stock options;
(3) allow stock options to be exercised within three years (was one year in
1984 Plan) after a participant's death, to conform with competitive
practice;
(4) simplify the administrative procedures regarding the deferral of
compensation by non-employee directors and key employees; and
(5) allow the transfer of stock option rights to family members to provide
executives with estate planning flexibility.
The 1994 Plan is designed to motivate and reward key employees to attain
and surpass long-range performance goals; and to compete with other major
corporations in securing and retaining key employees.
A summary of the material features of the 1994 Plan appears below. The full
text of the 1994 Plan is set forth in Appendix A and should be referred to for a
complete description of its provisions.
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The Board also recommends the approval of conforming amendments to the 1984
Plan to make the changes set forth above in items 3, 4 and 5. The same language
set forth in sections 5.6(c), 10.3 and 11.1 of Appendix A would be added to the
1984 Plan.
Effective Date and Expiration.
The 1994 Plan will become effective on November 17, 1994, if approved
by Shareowners, and will terminate on November 17, 2004. No award may be
made under the 1994 Plan after its expiration date, but awards made prior
thereto may extend beyond that date.
Administration.
The 1994 Plan will be administered by the Compensation and
Organization Committee of the Board of Directors which consists entirely of
outside directors as defined for purposes of Section 162(m) of the Internal
Revenue Code. The Committee has full authority to interpret the 1994 Plan
and to establish rules for its administration. The Committee may, in its
discretion, accelerate the date on which an option or SAR may be exercised,
the date of termination of restrictions applicable to a restricted stock
award, or the end of a performance period under a performance unit award,
if the Committee determines that to do so would be in the best interests of
the Company and the participants in the 1994 Plan.
Limitations on Awards.
The 1994 Plan provides that over its ten-year term, stock options (and
related SARs) and restricted and unrestricted stock grants for not more
than 12,500,000 shares of Campbell Capital Stock (approximately 5% of
outstanding shares) may be issued. Campbell Capital Stock closed at $38.375
on September 19, 1994, on the New York Stock Exchange composite tape. A
maximum of one million stock options may be issued in one year to any one
participant. A maximum of $5 million for each year in a performance period
or restriction period may be awarded in the form of Restricted Stock or
Performance Units to any one participant.
Eligibility for Awards.
Awards can be made to key employees who can be any management salaried
employee. The current eligible group consists of approximately 930 persons.
It is impossible to determine the exact number of persons who will be
eligible under the Plan during its term because the selection of
participants is a discretionary decision of the Committee. An award to any
key employee who also serves as a director must be approved by the Board of
Directors. Non-employee directors are eligible to receive awards.
Determination of Amount and Form of Award.
The amount of individual awards to key employees will be determined by
the Committee, subject to the limitations of the 1994 Plan. In determining
the amount and form of an award, consideration will be given to the
functions and responsibilities of the key employee, his or her potential
contributions to the success of the Company, and other factors deemed
relevant by the Committee.
Stock Options.
The Committee can grant nonqualified options and options qualifying as
incentive stock options under the Internal Revenue Code of 1986, as
amended. The term of an option cannot exceed ten years from the date of
grant. The option price must be not less than the fair market value of a
share of Campbell Capital Stock on the date of grant.
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Stock Appreciation Rights ("SAR").
The Committee can grant an SAR in connection with a stock option
granted under the Plan or an SAR unrelated to any option. If a grantee
exercises an SAR, the grantee would receive an amount equal to the excess
of the fair market value of the shares with respect to which the SAR is
being exercised over the option price of the shares. Payment would be in
cash, in shares or a combination of the two as the Committee determines.
Restricted Performance Share Awards.
The Committee can also issue or transfer shares of Campbell Capital
Stock to a participant under a restricted performance share award. Awards
are subject to certain conditions and restrictions during a specific period
of time, such as the grantee remaining in the employment of the Company or
the attainment by the Company of certain performance goals (see p. 9,
Long-Term Compensation of the Compensation Committee Report for the
performance goals used under the 1984 Plan). The stock certificate for the
shares is held by the Company during the restriction period and cannot be
transferred by the grantee prior to the termination of that period. The
grantee, is however, entitled to vote the shares and in most cases is
entitled to receive the dividends currently.
Performance Unit Awards.
The Committee can grant performance unit awards payable in cash or
stock at the end of a specified performance period. Payment will be
contingent upon achieving performance goals by the end of the performance
period. The Committee will determine the length of an award period, the
maximum payment value of an award, and the minimum performance goals
required before payment will be made.
Amendment.
The Board of Directors can amend, suspend or terminate the 1994 Plan,
but cannot, among other things, without the Shareowners' approval,
materially increase the benefits accruing to participants, materially
modify the requirements for eligibility, or extend the term of the 1994
Plan or increase the number of shares of Campbell Capital Stock which may
be issued under the 1994 Plan (except in the case of recapitalization,
stock split, or other changes in the corporate structure in which event the
Committee may make appropriate adjustments).
Federal Income Tax Consequences.
Stock Options. The grant of an incentive stock option or a
nonqualified stock option, or the addition of an SAR to an option, does not
result in income for the grantee or in a deduction for the Company. The
exercise of a nonqualified stock option does result in ordinary income for
the optionee and a deduction for the Company measured by the difference
between the option price and the fair market value of the shares received
at the time of exercise. Income tax withholding is required.
Neither the grant nor the exercise of an incentive stock option
results in taxable income for the grantee. The excess of the market value
on the exercise date over the option price of the shares, however, is an
"item of adjustment" for alternative minimum tax purposes. When a grantee
disposes of shares acquired by exercise of an incentive stock option, the
grantee's gain (the difference between the sale proceeds and the price paid
by the grantee for the shares) upon the disposition will be taxed as
capital gain provided the grantee (i) does not dispose of the shares within
two years after the date of grant nor within one year after the transfer of
shares upon exercise, and (ii) exercises the option while an employee of
the company or a subsidiary or within three months after termination of
employment for reasons other than death or disability. If the shares are
disposed of before the expiration of either period, the grantee generally
will realize ordinary income in the year of the disqualifying disposition.
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Additional Information.
If a participant is permitted and elects to defer payment of
compensation, the value of the amount deferred at the time of distribution
will be measured as determined by the Committee. The provisions in the
event of a Change in Control are the same as those in the 1984 Plan
described on page 15. The awards made under the 1984 Plan during the last
three fiscal years to the five highest paid executives are described on
pages 11 and 12.
ITEM 3
APPROVAL OF THE CAMPBELL SOUP COMPANY
MANAGEMENT WORLDWIDE INCENTIVE PLAN
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The Campbell Soup Company Management Worldwide Incentive Plan ("WIN Plan")
which is the annual bonus program has been in effect for 37 years. The
Shareowners first approved the WIN Plan at the 1957 Annual Meeting, and most
recently in amended form at the 1990 Annual Meeting. It must be re-submitted to
the Shareowners for approval at least once every five years. In accordance with
that provision, the WIN Plan (including certain amendments adopted by the Board
and described below) is being submitted at the 1994 Annual Meeting for approval
by a majority of the votes cast at the meeting. Except as otherwise specified in
the proxy, proxies will be voted for approval. A description follows of the
present WIN Plan and the amendments, together with certain related information.
The full text of the WIN Plan is set forth in Appendix B and should be referred
to for a complete description of its provisions.
Purpose.
The purpose of the WIN Plan is to attract, motivate and retain high caliber
employees and to provide meaningful individual and group incentives within the
Company and its subsidiaries. It gives the Compensation and Organization
Committee ("Committee") of the Board of Directors discretion to determine the
aggregate amount of money to be used for awards based upon competitive
compensation practices and such measures of the Company's performance as the
Committee selects from time to time. Approximately 930 employees received
incentive compensation under the WIN Plan in fiscal 1994. The bonuses paid
during the last three years to the five highest paid executive officers are set
forth on page 11. The Committee and the Board are prohibited from making any
awards for a fiscal year in which no cash dividend is paid on Campbell Capital
Stock, except in the event of a Change in Control as described on pages 14 and
15. Individual awards are determined annually by the Committee in accordance
with performance goals established by the Committee at the beginning of the
fiscal year. The performance goals used for fiscal 1994 are described on pages 7
to 9.
The Board of Directors believes that the WIN Plan has not only successfully
provided incentives to employees directing the affairs of the Company but also
has been an important factor in securing and retaining management employees of
high caliber and good potential. To assure continued realization of its purpose,
the WIN Plan is periodically reviewed, and recommendations are suggested by
management to the Board of Directors to maintain the competitiveness of the WIN
Plan.
Amendments.
The Board may amend, suspend or terminate the WIN Plan but it may not
adversely affect awards previously made and amendments substantially increasing
the cost of the WIN Plan may not be made unless approved by the Shareowners.
The proposed amendments that have been approved by the Board are designed
to meet the requirements of Section 162(m) of the Internal Revenue Code so that
compensation in excess of $1 million will be tax deductible. The amendments set
forth the allowable performance goals to determine awards and provide that no
award in any one year shall exceed $3 million. The amendments also simplify the
administrative procedures regarding deferral of compensation by participants.
23
<PAGE> 27
ITEM 4
RATIFICATION OF APPOINTMENT OF AUDITORS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The proxy, unless otherwise directed thereon, will be voted for a
resolution ratifying action of the Board, upon the recommendation of its Audit
Committee, reappointing the firm of Price Waterhouse LLP ("Price Waterhouse")
Certified Public Accountants, as independent accountants to make an audit of the
accounts of the Company for fiscal 1995. Price Waterhouse has audited the
Company's books for many years. The names of the Directors serving on the Audit
Committee are indicated on page 16, under the heading "Board Committees and
Meeting Attendance". The vote required for ratification is a majority of shares
voting. If the resolution is rejected, or if Price Waterhouse declines to act or
becomes incapable of acting, or if their employment is discontinued, the Board
will appoint other accountants whose continued employment after the 1995 Annual
Meeting of the Shareowners will be subject to ratification by the Shareowners.
Representatives of Price Waterhouse will be at the 1994 Annual Meeting to
make a statement if they desire to do so and to answer questions.
For fiscal 1994 Price Waterhouse also examined the separate financial
statements of certain of the Company's foreign subsidiaries and provided other
audit services to the Company in connection with Securities and Exchange
Commission filings, review of periodic financial statements and audits of
certain employee benefit plans.
ITEM 5
SHAREOWNER PROPOSAL CONCERNING
POLITICAL CONTRIBUTIONS
Mrs. Evelyn Y. Davis, holding 200 shares, has submitted the following
proposal. The Board of Directors opposes the proposal. Adoption of the proposal
would require a majority of shares voting.
RESOLVED: "That the shareholders recommend that the Board direct management that
within five days after approval by the shareholders of this proposal, the
management shall publish in newspapers of general circulation in the cities of
New York, Philadelphia, Camden, Washington, D.C., Detroit, Chicago, San
Francisco, Los Angeles, Dallas, Houston and Miami, and in the Wall Street
Journal and U.S.A. Today, a detailed statement of each contribution made by the
Company, either directly or indirectly, within the immediately preceding fiscal
year, in respect of a political campaign, political party, referendum or
citizens' initiative, or attempts to influence legislation, specifying the date
and amount of each such contribution, and the person or organization to whom the
contribution was made. Subsequent to this initial disclosure, the management
shall cause like data to be included in each succeeding report to shareholders."
"And if no such disbursements were made, to have that fact publicized in the
same manner."
REASONS: "This proposal, if adopted, would require the management to advise the
shareholders how many corporate dollars are being spent for political purposes
and to specify what political causes the management seeks to promote with those
funds. It is therefore no more than a requirement that the shareholders be given
a more detailed accounting of these special purpose expenditures that they now
receive. These political contributions are made with dollars that belong to the
shareholders as a group and they are entitled to know how they are being spent."
"If you AGREE, please mark your proxy FOR this resolution."
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<PAGE> 28
YOUR BOARD OF DIRECTORS RECOMMENDS
A VOTE "AGAINST" THIS PROPOSAL
The Board of Directors recommends a vote AGAINST this proposal because it
would needlessly require expenditures of considerable sums of Shareowners'
money. Except as otherwise specified in the proxy, proxies will be voted against
this proposal.
The Company has a policy not to make contributions to federal, state or
local candidates or political parties. The Company does not have a political
action committee. When permitted by law, the Company occasionally makes
contributions with respect to ballot questions that have a direct impact on the
Company's business. Information with respect to such contributions is publicly
available and this proposal would merely duplicate such reporting and require
unnecessary expenditures.
SUBMISSION OF SHAREOWNER PROPOSALS
Under the rules of the Securities and Exchange Commission now in effect,
shareowner proposals intended for inclusion in next year's Proxy Statement must
be directed to the Corporate Secretary at Campbell Place, Camden, New Jersey
08103-1799, and must be received by June 12, 1995.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for action
at the meeting. If other matters come before the meeting, it is the intention of
the Directors' proxy to vote on such matters in accordance with his best
judgment.
PROXIES AND VOTING AT THE MEETING
This statement and the accompanying proxy card are being mailed beginning
approximately on October 7, 1994, for solicitation of proxies by the Board of
Directors for the Annual Meeting of Shareowners of Campbell Soup Company called
to be held on November 17, 1994. The mailing address of the Company's World
Headquarters is Campbell Place, Camden, New Jersey 08103-1799.
Proxies marked as abstaining (including proxies containing broker
non-votes) on any matter to be acted upon by Shareowners will be treated as
present at the meeting for purposes of determining a quorum but will not be
counted as votes cast on such matters.
This solicitation of proxies is made on behalf of the Board of Directors of
the Company with authorization of the Board, and the Company will bear the cost.
Copies of proxy solicitation material will be mailed to Shareowners, and
employees of the Company may communicate with Shareowners to solicit their
proxies. Brokers, banks and others holding stock in their names, or in names of
nominees, may request and forward copies of the proxy solicitation material to
beneficial owners and seek authority for execution of proxies, and the Company
will reimburse them for their expenses in so doing at the rates approved by the
New York Stock Exchange.
When a proxy is returned properly dated and signed, the shares represented
thereby, including any shares held under the Company's Dividend Reinvestment
Plan, will be voted by the person named as the Directors' proxy in accordance
with each Shareowner's directions. Proxies will also be considered to be
confidential voting instructions to the applicable Trustee with respect to
shares held in accounts under the Campbell Soup Company Savings and 401(k) Plan
for Salaried Employees, the Campbell Soup Company Savings and 401(k) Plan for
Hourly-Paid Employees, the Campbell Soup Company Employee Savings and Stock
Bonus Plan, and the Campbell Soup Company Ltd Employee Savings and Stock Bonus
Plan. If participants in these Plans are also Shareowners of record under the
same account information, they will receive a single proxy which represents all
shares. If the account information is different, then the participants will
receive separate proxies.
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Shareowners are urged to specify their choices by marking the appropriate
boxes on the enclosed proxy card. If a proxy card is dated, signed and returned
without specifying choices, the shares will be voted as recommended by the
Directors (or, in the case of participants in the Plans referred to above, will
be voted at the discretion of the applicable Trustee).
A Shareowner giving a proxy may revoke it by notifying the Corporate
Secretary in writing any time before it is voted. If a Shareowner wishes to give
a proxy to someone other than the Directors' proxy, all three names appearing on
the enclosed proxy may be crossed out and the name of another person inserted.
The signed proxy card must be presented at the meeting by the person
representing the Shareowner.
Each Shareowner who plans to attend the meeting in person is requested to
so indicate in the space provided on the proxy card. The Company will then be
able to mail an admission card to the Shareowner in advance of the meeting.
Shareowners who do not have admission cards will need to register at the door.
INFORMATION ABOUT ATTENDING THE MEETING
The Annual Meeting of Shareowners will be held this year in the Pavilion
Theater at Garden State Park. A map showing the meeting location appears at the
back of this booklet.
Free van service will be provided from the Amtrak Passenger Station at 30th
and Market Streets in Philadelphia to the Garden State Park for those
Shareowners arriving by train. The vans will leave the Amtrak Passenger Station
(east side exit near the War Memorial) at ten minute intervals between 9:15 a.m.
and 9:45 a.m. and return following the Annual Meeting.
To obtain an admission ticket by mail in advance and avoid registration
lines at the door, simply indicate that you plan to attend the meeting by
marking the appropriate box on the proxy card and return it in the envelope
provided. If you plan to use the van service, you should also mark that box on
the proxy card. If you do not wish to send the proxy card, you may obtain an
admission card and use the van service by sending a written request in the
envelope. Shareowners who do not have admission cards will need to register at
the door. If you plan to drive to the meeting you should request an admission
card in advance in order to avoid lines at the parking gates of Garden State
Park.
IF YOU DO NOT OWN SHARES IN YOUR OWN NAME, YOU SHOULD HAVE YOUR BROKER OR
AGENT IN WHOSE NAME THE SHARES ARE REGISTERED CALL (609) 342-6122, FAX (609)
342-3889, OR WRITE TO THE OFFICE OF THE CORPORATE SECRETARY AT THE ADDRESS ON
THE COVER PAGE TO REQUEST A TICKET BEFORE NOVEMBER 4, 1994. OTHERWISE YOU MUST
BRING PROOF OF OWNERSHIP (E.G. BROKER'S STATEMENT) IN ORDER TO BE ADMITTED
DURING THE DAY OF THE MEETING.
We cannot issue admission tickets to guests of Shareowners because there is
only enough seating capacity for the large number of Shareowners who attend the
meeting. Please note that the doors to the meeting room in the Pavilion Theater
will not be open for admission until 9:30 a.m.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING.
PLEASE FILL OUT, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD AS SOON AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
By order of the Board of Directors,
/s/JOHN J. FUREY
--------------------
John J. Furey
Corporate Secretary
Camden, New Jersey
October 7, 1994
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APPENDIX A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(CAMPBELL SOUP COMPANY LOGO)
---------------
1994 Long-Term Incentive Plan
---------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 31
(CAMPBELL SOUP COMPANY LOGO)
1994 LONG-TERM INCENTIVE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C> <C>
I. Purpose and Effective Date................................................... A-1
II. Definitions.................................................................. A-1
III. Administration............................................................... A-3
IV. Awards....................................................................... A-3
V. Stock Options and Stock Appreciation Rights.................................. A-4
VI. Restricted Stock............................................................. A-7
VII. Unrestricted Campbell Stock Awards for Non-Employee Directors................ A-7
VIII. Unrestricted Campbell Stock Awards for Key Employees......................... A-8
IX. Award of Performance Units................................................... A-9
X. Deferral of Payments......................................................... A-9
XI. Miscellaneous Provisions..................................................... A-11
XII. Change in Control of the Company............................................. A-12
</TABLE>
<PAGE> 32
ARTICLE I
PURPOSE AND EFFECTIVE DATE
sec.1.1 PURPOSE. The purpose of the Plan is to provide financial
incentives for selected Key Employees of the Campbell Group and for the
non-employee Directors of the Company, thereby promoting the long-term growth
and financial success of the Campbell Group by (i) attracting and retaining
employees and Directors of outstanding ability, (ii) strengthening the Campbell
Group's capability to develop, maintain, and direct a competent management team,
(iii) providing an effective means for selected Key Employees and non-employee
Directors to acquire and maintain ownership of Campbell Stock, (iv) motivating
Key Employees to achieve long-range Performance Goals and objectives, and (v)
providing incentive compensation opportunities competitive with those of other
major corporations.
sec.1.2 EFFECTIVE DATE AND EXPIRATION OF PLAN. The Plan is subject to
approval by a majority of the votes cast at the annual meeting of shareowners of
the Company to be held on November 17, 1994, or at any adjournment thereof, by
the holders of shares of Campbell Stock entitled to vote thereon, and, if so
approved, shall be effective as of such date. Unless earlier terminated by the
Board pursuant to Section 11.3, the Plan shall terminate on the tenth
anniversary of its Effective Date. No Award shall be made pursuant to the Plan
after its termination date, but Awards made prior to the termination date may
extend beyond that date.
ARTICLE II
DEFINITIONS
The following words and phrases, as used in the Plan, shall have these
meanings:
sec.2.1 "AWARD" means, individually or collectively, any Option, SAR,
Restricted Stock, unrestricted Campbell stock or Performance Unit Award.
sec.2.2 "BOARD" means the Board of Directors of the Company.
sec.2.3 "CAMPBELL GROUP" means the Company and all of its Subsidiaries on
and after the Effective Date.
sec.2.4 "CAMPBELL STOCK" means Capital Stock of the Company.
sec.2.5 "CAPITAL AND INCOME RETAINED IN THE BUSINESS" means capital and
income, retained in the business of the Campbell Group as reported to the
Company on a consolidated basis by its independent public accountants.
sec.2.6 "CODE" means the Internal Revenue Code of 1986, as amended.
sec.2.7 "COMMITTEE" means those members, not to be less than three, of the
Compensation Committee of the Board who, at the time of service on the Committee
hereunder, are, and at all times within one year prior thereto shall have been,
not eligible for selection as persons to whom Awards may be made or to whom
Options may be granted pursuant to the Plan or any other plan of the Campbell
Group, except for non-discretionary Awards pursuant to Article VII. All members
of the Committee shall be "Outside Directors" as defined or interpreted for
purposes of Section 162(m) of the Code.
sec.2.8 "COMPANY" means Campbell Soup Company and its successors and
assigns.
sec.2.9 "DEFERRED ACCOUNT" means an account established for a Participant
under Section 10.1(a).
sec.2.10 "DIRECTOR" means a member of the Board of Directors of the
Company.
sec.2.11 "EFFECTIVE DATE" means the date on which the Plan is approved by
the shareowners of the Company, as provided in Section 1.2.
A-1
<PAGE> 33
sec.2.12 "FAIR MARKET VALUE" means, as of any specified date, an amount
equal to the mean between the reported high and low prices of Campbell Stock on
the New York Stock Exchange composite tape on the specified date.
sec.2.13 "FISCAL YEAR" means the fiscal year of the Company, which is the
52-or 53-week period ending on the Sunday closest to July 31.
sec.2.14 "INCENTIVE STOCK OPTION" means an option within the meaning of
Section 422 of the Code.
sec.2.15 "INCOME BEFORE TAXES ON INCOME" means income before taxes on
income of the Campbell Group as reported to the Company on a consolidated basis
by its independent public accountants.
sec.2.16 "KEY EMPLOYEE" means a salaried employee of the Campbell Group who
is in a management position.
sec.2.17 "MARKET PRICE" means the price of the closing sale (or last bid on
a day when no sale occurs) of Campbell Stock on the New York Stock Exchange
composite tape.
sec.2.18 "NONQUALIFIED STOCK OPTION" means an Option granted under the Plan
other than an Incentive Stock Option.
sec.2.19 "OPTION" means either a Nonqualified Stock Option or an Incentive
Stock option to purchase Campbell Stock.
sec.2.20 "OPTION PRICE" means the price at which Campbell Stock may be
purchased under an Option as provided in Section 5.4 or in the case of an SAR
granted under Section 5.8, the Fair Market Value of Campbell Stock on the date
the SAR is awarded.
sec.2.21 "PARTICIPANT" means a Key Employee or a non-employee Director to
whom an Award has been made under the Plan.
sec.2.22 "PERFORMANCE GOALS" means goals established by the Committee
pursuant to Section 4.5.
sec.2.23 "PERFORMANCE PERIOD" means a period of time over which performance
is measured.
sec.2.24 "PERFORMANCE UNIT" means the unit of measure determined under
Article IX by which is expressed the value of a Performance Unit Award.
sec.2.25 "PERFORMANCE UNIT AWARD" means an Award granted under Article IX.
sec.2.26 "PERSONAL REPRESENTATIVE" means the person or persons who, upon
the death, disability, or incompetency of a Participant, shall have acquired, by
will or by the laws of descent and distribution or by other legal proceedings,
the right to exercise an Option or the right to any Restricted Stock Award or
Performance Unit Award theretofore granted or made to such Participant.
sec.2.27 "PLAN" means Campbell Soup Company 1994 Long-Term Incentive Plan.
sec.2.28 "RESTRICTED PERFORMANCE STOCK" means Campbell Stock subject to
Performance Goals provided in Section 4.5.
sec.2.29 "RESTRICTED STOCK" means Campbell Stock subject to the terms and
conditions provided in Article VI and includes Restricted Performance Stock.
sec.2.30 "RESTRICTED STOCK AWARD" means an Award granted under Article VI.
sec.2.31 "RESTRICTION PERIOD" means a period of time determined under
Section 6.2 during which Restricted Stock is subject to the terms and conditions
provided in Section 6.3.
sec.2.32 "SAR" means a stock appreciation right granted under Section 5.8.
sec.2.33 "STATEMENT" means a written confirmation of an Award under the
Plan furnished to the Participant.
A-2
<PAGE> 34
sec.2.34 "SUBSIDIARY" means a corporation, domestic or foreign, the
majority of the voting stock of which is owned directly or indirectly by the
Company.
ARTICLE III
ADMINISTRATION
sec.3.1 COMMITTEE TO ADMINISTER. The Plan shall be administered by the
Committee. The Committee shall have full power and authority to interpret and
administer the Plan and to establish and amend rules and regulations for its
administration. The Committee's decisions shall be final and conclusive with
respect to the interpretation of the Plan and any Award made under it.
A majority of the members of the Committee shall constitute a quorum for
the conduct of business at any meeting. The Committee shall act by majority vote
of the members present at a duly convened meeting, which may include a meeting
by conference telephone call held in accordance with applicable law. Action may
be taken without a meeting if written consent thereto is given in accordance
with applicable law.
sec.3.2 POWERS OF COMMITTEE. (a) Subject to the provisions of the Plan,
the Committee shall have authority, in its discretion, to determine those Key
Employees who shall receive an Award, the time or times when such Award shall be
made, the vesting schedule, if any, for the Award and the type of Award to be
granted, whether an Incentive Stock Option or a Nonqualified Stock Option shall
be granted, the number of shares to be subject to each Option and Restricted
Stock Award, and the value of each Performance Unit.
(b) An Option, an SAR, a Restricted Stock Award, an unrestricted Campbell
Stock Award, or a Performance Unit Award may be granted by the Committee to a
Key Employee who is a Director of the Company only if approved by the Board. A
Director shall not participate in a vote approving a grant to himself or herself
of an Option, an SAR, a Restricted Stock Award, an unrestricted Campbell Stock
Award, or a Performance Unit Award.
(c) The Committee shall determine and set forth in an Award Statement the
terms of each Award, including such terms, restrictions, and provisions as shall
be necessary to cause certain options to qualify as Incentive Stock Options. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Statement relating to an Award, in such
manner and to the extent the Committee shall determine in order to carry out the
purposes of the Plan. The Committee may, in its discretion, accelerate (i) the
date on which any Option or SAR may be exercised, (ii) the date of termination
of the restrictions applicable to a Restricted Stock Award, or (iii) the end of
a Performance Period under a Performance Unit Award, if the Committee determines
that to do so will be in the best interests of the Company and the Participants
in the Plan.
ARTICLE IV
AWARDS
sec.4.1 AWARDS. Awards under the Plan shall consist of Incentive Stock
Options, Nonqualified Stock Options, SARs, Restricted Stock, unrestricted
Campbell Stock and Performance Units. All Awards shall be subject to the terms
and conditions of the Plan and to such other terms and conditions consistent
with the Plan as the Committee deems appropriate. Awards under a particular
section of the Plan need not be uniform and Awards under two or more sections
may be combined in one Statement. Any combination of Awards may be granted at
one time and on more than one occasion to the same Key Employee. Awards of
Performance Units and Restricted Performance Stock shall be earned solely upon
attainment of Performance Goals and the Committee shall have no discretion to
increase such Awards.
sec.4.2 ELIGIBILITY FOR AWARDS. An Award may be made to any Key Employee
selected by the Committee. In making this selection and in determining the form
and amount of the Award, the
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Committee may give consideration to the functions and responsibilities of the
respective Key Employee, his or her present and potential contributions to the
success of the Campbell Group, the value of his or her services to the Campbell
Group, and such other factors deemed relevant by the Committee. Non-employee
Directors are eligible to receive non-discretionary Awards of unrestricted
Campbell Stock pursuant to Article VII.
sec.4.3 SHARES AVAILABLE UNDER THE PLAN. The Campbell Stock to be offered
under the Plan pursuant to Options, SARs, Performance Unit Awards, and
Restricted Stock and unrestricted Campbell Stock Awards must be Campbell Stock
previously issued and outstanding and reacquired by the Company. Subject to
adjustment under Section 11.2, no more than 12,500,000 shares of Campbell Stock
shall be issuable upon exercise of Options, SARs, or pursuant to Performance
Unit Awards, Restricted Stock or unrestricted Campbell Stock Awards granted
under the Plan. Any shares of Campbell Stock subject to an Option which for any
reason is cancelled (excluding shares subject to an Option cancelled upon the
exercise of a related SAR) or terminated without having been exercised, or any
shares of Restricted Stock which are forfeited, shall again be available for
Awards under the Plan. Shares subject to an Option cancelled upon the exercise
of an SAR shall not again be available for Awards under the Plan.
sec.4.4 LIMITATION ON AWARDS. The maximum aggregate dollar value of
Restricted Stock and Performance Units awarded to any Key Employee with respect
to a Performance Period or Restriction Period may not exceed $5 million for each
fiscal year included in such Performance Period or Restriction Period. The
maximum number of shares for which Options may be granted to any participant in
any one fiscal year shall not exceed one million.
sec.4.5 GENERAL PERFORMANCE GOALS. Prior to the beginning of a Performance
Period the Committee will establish in writing, Performance Goals for the
Company and its various operating units. The goals will be comprised of
specified annual levels of one or more performance criteria as the Committee may
deem appropriate such as: earnings per share, net earnings, operating earnings,
unit volume, net sales, market share, balance sheet measurements, cash return on
assets, shareowner return, or return on capital. The Committee may disregard or
offset the effect of any special charges or gains or cumulative effect of a
change in accounting in determining the attainment of Performance Goals. Awards
may also be payable when Company performance, as measured by one or more of the
above criteria, as compared to peer companies meets or exceeds an objective
target established by the Committee.
ARTICLE V
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
sec.5.1 AWARD OF STOCK OPTIONS. The Committee may, from time to time,
subject to Section 3.2(b) and other provisions of the Plan and such terms and
conditions as the Committee may prescribe, award Incentive Stock Options and
Nonqualified Stock Options to any Key Employee. Awards of Incentive Stock
Options and Nonqualified Stock Options must be separate and not in tandem.
sec.5.2 PERIOD OF OPTION. An Option granted under the Plan shall be
exercisable only in accordance with the vesting schedule approved by the
Committee. After the twelve-month waiting period, the Option may be exercised at
any time during the term of the Option, in whole or in installments, as
specified in the related Stock Option Statement. Subject to Section 5.6, the
duration of each Option shall not be more than ten years from the date of grant.
(b) Except as provided in Section 5.6, an Option may not be exercised by a
Participant unless such Participant is then, and continually (except for sick
leave, military service, or other approved leave of absence) after the grant of
the Option has been, an employee of the Campbell Group.
sec.5.3 STOCK OPTION STATEMENT. Each Option shall be evidenced by a Stock
Option Statement.
sec.5.4 OPTION PRICE, EXERCISE AND PAYMENT. The Option Price of Campbell
Stock under each Option shall be determined by the Committee but shall be a
price not less than 100 percent of the Fair Market Value of Campbell Stock at
the date such Option is granted, as determined by the Committee. Stock Options
shall not be repriced.
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Options may be exercised from time to time by giving written notice to the
Treasurer of the Company, specifying the number of shares to be purchased. The
notice of exercise shall be accompanied by payment in full of the Option Price
in cash or the Option Price may be paid in whole or in part through the transfer
to the Company of shares of Campbell Stock.
In the event such Option Price is paid in whole or in part, with shares of
Campbell Stock, the portion of the Option Price so paid shall be equal to the
value, as of the date of exercise of the Option, of such shares. The value of
such shares shall be equal to the number of such shares multiplied by the
average of the high and low sales prices of Campbell Stock quoted on the New
York Stock Exchange composite tape on the trading day coincident with the date
of exercise of such Option (or the immediately preceding trading day if the date
of exercise is not a trading day). The Company shall not issue or transfer
Campbell Stock upon exercise of an Option until the Option Price is fully paid.
The Participant may satisfy any amounts required to be withheld by the Company
under applicable federal, state and local tax laws in effect from time to time,
by electing to have the Company withhold a portion of the shares of Campbell
Stock to be delivered for the payment of such taxes.
sec.5.5 LIMITATIONS ON INCENTIVE STOCK OPTIONS. Each provision of the Plan
and each Option Statement relating to an Incentive Stock Option shall be
construed so that each Incentive Stock Option shall be an incentive stock option
as defined in Section 422 of the Code, and any provisions of the Option
Statement thereof that cannot be so construed shall be disregarded.
sec.5.6 TERMINATION OF EMPLOYMENT. (a) If the employment of a Participant
with the Campbell Group is terminated for reasons other than (i) death, (ii)
discharge for cause, (iii) retirement, or (iv) resignation, the Participant may
exercise an Option, except an Incentive Stock Option, at any time within three
years after such termination, to the extent of the number of shares covered by
such Option which were exercisable at the date of such termination; except that
an option shall not be exercisable on any date beyond the expiration of such
three-year period or the expiration date of such Option, whichever occurs first.
(b) If the employment of a Participant with the Campbell Group is
terminated for cause, any Options of such Participant shall expire and any
rights thereunder shall terminate immediately. Any Option of a Participant whose
service is terminated by resignation may be exercised at any time within three
months of such resignation to the extent that the number of shares covered by
such Option were exercisable at the date of such resignation, except that an
Option shall not be exercisable on any date beyond the expiration date of such
Option.
(c) Should a Participant die either while in the employ of the Campbell
Group or after termination of such employment (other than discharge for cause),
the Option rights, except Incentive Stock Option Rights, of such deceased
Participant may be exercised by his or her Personal Representative at any time
within three years after the Participant's death to the extent of the number of
shares covered by such Option which were exercisable at the date of such death,
except that an Option shall not be so exercisable on any date beyond the
expiration date of such Option.
If a Participant who was granted a Stock Option should die within 180 days
of the expiration date of such Option, and if on the date of death the
Participant was then entitled to exercise such Option, and if the Option expires
without being exercised, the Personal Representative of the Participant shall
receive in settlement a cash payment from the Company of a sum equal to the
amount, if any, by which the Fair Market Value (determined on the expiration
date of the Option) of Campbell Stock subject to the Option exceeds the Option
Price.
(d) Any Option, except an Incentive Stock Option, of a Participant whose
service is terminated by retirement may be exercised at any time, within three
years of such retirement, except that an Option shall not be exercisable on any
date beyond the expiration date of such Option. In the event the Participant's
employment with the Campbell Group terminates prior to the vesting of all
Options, and if the Participant is eligible to retire under the Company's
Pension Plan or a pension plan of any affiliated
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company at the date of such termination, any installment or installments not
then exercisable shall become fully exercisable as of the effective date of such
termination.
(e) Incentive Stock Options, that have not previously expired, must be
exercised within three months following Participant's termination of employment,
unless employment is terminated because of disability in which event the
exercise period is extended to one year following termination.
sec.5.7 SHAREOWNER RIGHTS AND PRIVILEGES. A Participant shall have no
rights as a shareowner with respect to any shares of Campbell Stock covered by
an Option until the issuance of a stock certificate to the Participant
representing such shares.
sec.5.8 AWARD OF SARS. (a) At any time prior to six months before an
Option's expiration date, the Committee may award to the Participant an SAR
related to the Option. The Committee may also award SARs that are unrelated to
any option.
(b) The SAR shall represent the right to receive payment of an amount not
greater than the spread, if any, by which the Fair Market Value of the Campbell
Stock on the trading day immediately preceding the date of exercise of the SAR
exceeds the Option Price.
(c) SARs awarded under the Plan shall be evidenced by a Statement between
the Company and the Participant.
(d) The Committee may prescribe conditions and limitations on the exercise
or transferability of any SAR. SARs may be exercised only when the value of a
share of Campbell Stock exceeds the Option Price. Such value shall be determined
in the manner specified in Section 5.8(b).
(e) An SAR shall be exercisable only by written notice to the Treasurer of
the Company. However, an SAR shall in no event be exercisable during the first
six months of its term, except in the event of death or disability of the
Participant prior to the expiration of such six-month period.
(f) All SARs shall automatically be exercised on the last trading day prior
to their expiration, so long as the value of a share of Campbell Stock exceeds
the Option Price, unless prior to such day the holder instructs the Treasurer
otherwise in writing. Such value shall be determined in the manner specified in
Section 5.8(b).
(g) Payment of the amount to which a Participant is entitled upon the
exercise of an SAR shall be made in cash, Campbell Stock, or partly in cash and
partly in Campbell Stock at the discretion of the Committee. The shares shall be
valued in the manner specified in Section 5.8(b).
(h) At any time when a Participant is, in the judgment of the Treasurer of
the Company, subject with respect to Campbell Stock to Section 16 of the
Securities Exchange Act of 1934:
(i) any election by such Participant to receive cash in whole or in
part upon the exercise of such SAR, shall be made only during the period
beginning on the third business day following the date of release by the
Company for publication of any quarterly or annual summary statement of its
sales and earnings and ending on the twelfth business day following such
date of release, and
(ii) in the event the Committee has not determined the form in which
such SAR will be paid (i.e., cash, shares of Campbell Stock, or any
combination thereof), any election to exercise such right in whole or in
part for cash shall be subject to the subsequent consent thereto, or
disapproval thereof, by the Committee in its sole discretion.
(i) Each SAR shall expire on a date determined by the Committee at the time
of Award.
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ARTICLE VI
RESTRICTED STOCK
sec.6.1 AWARD OF RESTRICTED STOCK. (a) The Committee may make a Restricted
Stock Award to any Participant, subject to this Article VI and to such other
terms and conditions as the Committee may prescribe.
(b) Each certificate for Restricted Stock shall be registered in the name
of the Participant and deposited by him or her, together with a stock power
endorsed in blank, with the Company, unless the Participant has elected to defer
pursuant to Section 10.1.
sec.6.2 RESTRICTION PERIOD. At the time of making a Restricted Stock
Award, the Committee shall establish the Restriction Period applicable to such
Award. The Committee may establish different Restriction Periods from time to
time and each Restricted Stock Award may have a different Restriction Period, in
the discretion of the Committee. Restriction Periods, when established for each
Restricted Stock Award, shall not be changed except as permitted by Section 6.3.
sec.6.3 OTHER TERMS AND CONDITIONS. Campbell Stock, when awarded pursuant
to a Restricted Stock Award, will be represented by a stock certificate
registered in the name of the Participant who receives the Restricted Stock
Award, unless the Participant has elected to defer pursuant to Section 10.1.
Such certificate shall be deposited with the Company as provided in Section
6.1(b). The Participant shall be entitled to receive dividends during the
Restriction Period and shall have the right to vote such Campbell Stock and all
other shareowner's rights, with the exception that (i) the Participant will not
be entitled to delivery of the stock certificate during the Restriction Period,
(ii) the Company will retain custody of the Campbell Stock during the
Restriction Period, (iii) a breach of a restriction or a breach of the terms and
conditions established by the Committee pursuant to the Restricted Stock Award
will cause a forfeiture of the Restricted Stock Award. The Participant may
satisfy any amounts required to be withheld by the Company under applicable
federal, state and local tax laws in effect from time to time, by electing to
have the Company withhold a portion of the Restricted Stock Award to be
delivered for the payment of such taxes. The Committee may, in addition,
prescribe additional restrictions, terms, or conditions upon or to the
Restricted Stock Award including performance restrictions in accordance with
Section 4.5.
sec.6.4 RESTRICTED STOCK AWARD STATEMENT. Each Restricted Stock Award
shall be evidenced by a Restricted Stock Award Statement.
sec.6.5 TERMINATION OF EMPLOYMENT. The Committee may, in its sole
discretion, establish rules pertaining to the Restricted Stock Award in the
event of termination of employment (by retirement, disability, death, or
otherwise) of a Participant prior to the expiration of the Restriction Period.
sec.6.6 PAYMENT FOR RESTRICTED STOCK. Restricted Stock Awards may be made
by the Committee under which the Participant shall not be required to make any
payment for the Campbell Stock or, in the alternative, under which the
Participant, as a condition to the Restricted Stock Award, shall pay all (or any
lesser amount than all) of the Fair Market Value of the Campbell Stock,
determined as of the date the Restricted Stock Award is made. If the latter,
such purchase price shall be paid in cash as provided in the Restricted Stock
Award Statement.
ARTICLE VII
UNRESTRICTED CAMPBELL STOCK AWARDS FOR NON-EMPLOYEE DIRECTORS
sec.7.1 AWARD OF CURRENT CAMPBELL STOCK TO NON-EMPLOYEE DIRECTORS. An
award of 400 shares of Campbell Stock (based on Company capitalization on
November 17, 1994, and adjusted for any change in such capital structure
pursuant to Section 7.2) shall be made on January 1, 1995, to each non-employee
Director who is elected at the Annual Meeting of Shareowners on November 17,
1994. Thereafter, awards of 400 shares of Campbell Stock shall be made on
January 1 of succeeding years to
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each non-employee Director who is elected at subsequent Annual Meetings of
Shareowners. Non-employee Directors who are not initially elected at an Annual
Meeting of Shareowners shall receive a pro rata portion of 400 shares of
Campbell Stock within 10 business days of his or her election based on the
number of months remaining from date of election until the end of the calendar
year divided by twelve. Any fractional shares resulting from such calculation
shall be rounded up to the nearest whole number.
sec.7.2 STOCK SPLIT, STOCK DIVIDEND, OR EXTRAORDINARY DISTRIBUTION. In the
event the number of shares of Campbell Stock is increased at any time after
November 17, 1994, by a stock split, by declaration by the Board of a dividend
payable only in shares of such stock, or by any other extraordinary distribution
of shares, the number of shares granted pursuant to Section 7.1 shall be
proportionately adjusted.
sec.7.3 ORGANIZATIONAL CHANGES. In the event of a merger, consolidation,
reorganization, or other change in corporate structure which materially changes
the terms or value of the Campbell Stock, the number of shares granted pursuant
to Section 7.1 shall be adjusted in such manner as the Board in its sole
discretion shall determine to be equitable and consistent with the purposes of
this Article VII. Such determination shall be conclusive for all purposes with
respect to the grant made in Section 7.1. Such adjustment shall comply with the
restriction on amendments set forth in Section 7.6
sec.7.4 ELECTION BY NON-EMPLOYEE DIRECTORS TO RECEIVE CAMPBELL STOCK. Each
non-employee Director may elect to receive all or a portion (in 10% increments)
of the annual cash retainer for Board service and other cash compensation in
shares of Campbell Stock, which will be issued quarterly. Such election shall be
irrevocable and shall be made at least six months in advance of the date the
non-employee Director receives the quarterly payment. Only whole numbers of
shares will be issued and any fractional shares shall be paid in cash. For
purposes of computing the number of shares earned and their taxable value each
quarter, the value of each share shall be equal to the mean between the reported
high and low prices of Campbell Stock on the New York Stock Exchange composite
tape on the last business day of the quarter. If a Participant dies prior to
payment of all shares earned, the balance due shall be payable in full to the
Participant's designated beneficiary under the Director's Retirement Program,
or, if none, to the Participant's estate, in cash.
sec.7.5 NO RIGHT TO CONTINUANCE AS A DIRECTOR. Neither the action of the
Company in establishing the Plan, nor the awarding of current Campbell Stock
shall be deemed (i) to create any obligation on the part of the Board to
nominate any Director for reelection by the Company's shareowners or (ii) to be
evidence of any agreement or understanding, express or implied, that the
Director has a right to continue as a Director for any period of time or at any
particular rate of compensation.
sec.7.6 AMENDMENT. The amount, pricing and timing of unrestricted Campbell
Stock Awards set forth in Section 7.1 shall not be amended (including amendments
to reflect adjustments pursuant to Section 7.3) more than once every six months,
other than to comport with changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
ARTICLE VIII
UNRESTRICTED CAMPBELL STOCK AWARDS FOR KEY EMPLOYEES
sec.8.1 The Committee may make awards of unrestricted Campbell Stock to Key
Employees in recognition of outstanding achievements or as an award for Key
Employees who receive Restricted Stock Awards when Performance Goals are
exceeded.
sec.8.2 Each certificate for unrestricted Campbell Stock shall be
registered in the name of the Participant and immediately be delivered to him or
her.
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ARTICLE IX
AWARD OF PERFORMANCE UNITS
sec.9.1 AWARD OF PERFORMANCE UNITS. The Committee may award Performance
Units to any Participant. Each Performance Unit shall represent the right of a
Participant to receive an amount equal to the value of the Performance Unit,
determined in the manner established by the Committee at the time of Award.
sec.9.2 PERFORMANCE PERIOD. At the time of each Performance Unit Award,
the Committee shall establish, with respect to each such Award, a Performance
Period during which performance shall be measured. There may be more than one
Award in existence at any one time, and Performance Periods may differ.
sec.9.3 PERFORMANCE MEASURES. (a) Performance Units shall be awarded to a
Participant contingent upon the attainment of Performance Goals in accordance
with Section 4.5.
sec.9.4 PERFORMANCE UNIT VALUE. Each Performance Unit shall have a maximum
dollar value established by the Committee at the time of the Award. Performance
Units earned will be determined by the Committee in respect of a Performance
Period in relation to the degree of attainment of Performance Goals. The measure
of a Performance Unit may, in the discretion of the Committee, be equal to the
Fair Market Value of one share of Campbell Stock.
sec.9.5 AWARD CRITERIA. In determining the number of Performance Units to
be granted to any Participant, the Committee shall take into account the
Participant's responsibility level, performance, potential, cash compensation
level, other incentive awards, and such other considerations as it deems
appropriate.
sec.9.6 PAYMENT. (a) Following the end of Performance Period, a
Participant holding Performance Units will be entitled to receive payment of an
amount, not exceeding the maximum value of the Performance Units, based on the
achievement of the performance measures for such Performance Period, as
determined by the Committee.
(b) Payment of Performance Units shall be made in cash, whether payment is
made at the end of the Performance Period or is deferred pursuant to Section
10.1, except that Performance Units which are measured using Campbell Stock
shall be paid in Campbell Stock. Payment shall be made in a lump sum or in
installments and shall be subject to such other terms and conditions as shall be
determined by the Committee.
sec.9.7 TERMINATION OF EMPLOYMENT. (a) A Performance Unit Award shall
terminate for all purposes if the Participant does not remain continuously in
the employ of the Campbell Group at all times during the applicable Performance
Period, except as may otherwise be determined by the Committee.
(b) In the event that a Participant holding a Performance Unit ceases to be
an employee of the Campbell Group following the end of the applicable
Performance Period but prior to full payment according to the terms of the
Performance Unit Award, payment shall be made in accordance with terms
established by the Committee for the payment of such Performance Unit.
sec.9.8 PERFORMANCE UNIT STATEMENTS. Performance Unit Awards shall be
evidenced by Performance Unit Statements.
ARTICLE X
DEFERRAL OF PAYMENTS
sec.10.1 ELECTION TO DEFER PERFORMANCE UNITS OR RESTRICTED STOCK. (a) A
Participant may elect to defer all or a portion of any related earned
Performance Units or Restricted Stock. The value of the Performance Units or
Restricted Stock so deferred shall be allocated to a Deferred Account
established for the Participant. Participants who are subject to tax in a
foreign country are not eligible to defer
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payment of Performance Units or Restricted Stock unless a deferral election has
been approved for the Participant by the Treasurer of the Company.
(b) A Participant's Deferred Account for the deferral of Performance Units
shall be credited at the end of the Performance Period with the measurement
units as the Participant shall have elected in writing at the time of his or her
election under Section 10.1(a) above. A Participant who elects to defer
Restricted Stock shall be credited at the time of election with phantom Campbell
Stock in the Participant's Deferred Account.
sec.10.2 ELECTION TO DEFER DIRECTOR COMPENSATION. (a) Any non-employee
Director may, by delivering a written election to the Treasurer of the Company
on or before December 31 of any calendar year, elect to defer receipt of all or
a specified part (10% increments) of his or her cash or Campbell Stock
compensation during the calendar year following such election and succeeding
calendar years.
(b) Any person who shall become an non-employee Director during any
calendar year, and who was not an non-employee Director on the preceding
December 31, may, before his or her term begins, elect to defer receipt of all
or a specified part of his or her cash compensation during the balance of such
calendar year and for succeeding calendar years.
(c) Any such election shall be in writing and shall be delivered to the
Treasurer of the Company. Campbell Stock compensation can only be deferred into
phantom Campbell Stock. Cash compensation may be deferred into any of the
measurement units established under Section 10.3.
(d) A non-employee Director's election to defer receipt of compensation
shall continue until the date on which such director ceases to be a director of
the Company or until he or she terminates such election by written notice
delivered to the Treasurer of the company. Any such notice terminating an
election to defer compensation shall be effective as of the end of the calendar
year in which such notice of termination is delivered. Any amounts credited to
the Deferred Accounts of an Eligible Director prior to the effectiveness of any
such notice of termination shall not be affected thereby.
sec.10.3 DEFERRAL PROCEDURES AND MEASUREMENT OF DEFERRED ACCOUNT. The
Committee, or the Treasurer of the Company, if designated by the Committee,
shall establish procedures and rules regarding the timing of deferred elections,
the time period for deferral, the maximum number of annual installment payments,
the measurement units for valuing Deferred Accounts, transfer of the balances in
Deferred Accounts among measurement units, statements of Deferred Accounts, the
time and manner of payment of Deferred Accounts, and other administrative items
for Deferred Accounts.
sec.10.4 PAYMENT IN EVENT OF DEATH. If the Participant dies (before or
after his or her retirement), any portion of his or her Deferred Account then
unpaid shall be paid to the beneficiaries named in the most recent beneficiary
designation filed with the Treasurer of the Company or, in the absence of such
designation, paid to, or as directed by, his or her Personal Representative, in
such one or more installments as the Participant may have elected, in writing,
coincident with the election made pursuant to Section 10.1.
sec.10.5 FINANCIAL HARDSHIP. (a) In the event a Participant, before
termination of his or her employment, experiences financial hardship, the
Participant may request, and the Committee, or the Treasurer of the Company if
designated by the Committee, may grant, a distribution in one lump sum of such
portion of the amount credited to the Participant's Deferred Account as is
required to relieve such financial hardship and is not reasonably available from
the Participant's other resources. Such request shall be irrevocable and shall
be made at least two months in advance of the distribution.
(b) In the event a Participant, after termination of his or her employment,
experiences financial hardship, the Participant may request, and the Committee
in its sole discretion may grant, an acceleration of the Participant's elected
number of installments under Section 10.4, to the extent necessary to relieve
such financial hardship.
(c) For purposes of this Section 10.5, a distribution will be on account of
"financial hardship" if the distribution is necessary due to severe and
unanticipated financial hardship caused by an event beyond
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the control of the Participant. The Committee, in its sole discretion, shall
determine whether or not a Participant has experienced "financial hardship"
within the meaning of this Section 10.5.
sec.10.6 CONDITIONS OF PAYMENT OF DEFERRED ACCOUNTS. Prior to a Change in
Control (as hereinafter defined), a Participant who is discharged for willful,
deliberate or gross misconduct as determined by the Company shall, unless
otherwise determined by the Committee in connection with the termination of his
or her employment, lose any right to receive payment of his or her Deferred
Account.
No installment of a Deferred Account of a Participant whose service with
the Campbell Group shall have terminated by retirement or otherwise shall be
paid unless, from the time of termination until the time for such payment or
until his or her death, whichever happens first, the Participant shall have
continuously refrained from engaging in any business directly or indirectly
competitive with the Campbell Group. If the Participant violates this condition,
all rights in the unpaid portion of his or her Deferred Account shall be
forfeited to the Company. The Committee may waive this condition, upon the
written request of a Participant, if in its sole judgment the nonfulfillment of
the condition will have no substantial adverse effect upon the Campbell Group.
The request shall fully describe the proposed competitive activity, and the
waiver shall be limited to the specific competitive activity so described.
sec.10.7 RIGHTS UNSECURED. The right of a Participant to receive any
unpaid portion of his or her Deferred Accounts shall be an unsecured claim
against the general assets of the Company.
ARTICLE XI
MISCELLANEOUS PROVISIONS
sec.11.1 NONTRANSFERABILITY. Unless otherwise provided by the Committee,
no option, SAR, share of Restricted Stock, or Performance Unit under the Plan
shall be transferable by the Participant otherwise than by will or, if the
Participant dies intestate, by the laws of descent and distribution. All Awards
shall be exercisable or received during the Participant's lifetime only by such
Participant or his Personal Representative. Any transfer contrary to this
Section 11.1 will nullify the Option, SAR, Performance Unit, or share of
Restricted Stock.
sec.11.2 ADJUSTMENTS UPON CHANGES IN STOCK. In case of any reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other changes in the corporate structure
or shares of the Company, appropriate adjustments may be made by the Committee
(or if the Company is not the surviving corporation in any such transaction, the
board of directors of the surviving corporation) in Deferred Accounts and in the
aggregate number and kind of shares subject to the Plan, and the number and kind
of shares and the price per share subject to outstanding Options or which may be
issued under outstanding Restricted Stock Awards or pursuant to unrestricted
Campbell Stock Awards. Appropriate adjustments may also be made by the Committee
in the terms of any Awards under the Plan, subject to Article VII, to reflect
such changes and to modify any other terms of outstanding Awards on an equitable
basis, including modifications of Performance Goals and changes in the length of
Performance Periods.
sec.11.3 AMENDMENT, SUSPENSION, AND TERMINATION OF PLAN. (a) The Board may
suspend or terminate the Plan or any portion thereof at any time, and may amend,
subject to Section 7.6, the Plan from time to time in such respects as the Board
may deem advisable in order that any Awards thereunder shall conform to any
change in applicable laws or regulations or in any other respect the Board may
deem to be in the best interests of the Company; provided, however, that no such
amendment shall, without shareowner approval, (i) except as provided in Sections
7.2 and 11.2, increase the number of shares of Campbell Stock which may be
issued under the Plan, (ii) materially increase the benefits accruing to
Participants under the Plan, or (iii) materially modify the requirements as to
eligibility for participating in the Plan, or (iv) extend the termination date
of the Plan. No such amendment, suspension, or termination shall alter or impair
any outstanding Options, SARs, shares of Restricted Stock, or Performance Units
without the consent of the Participant affected thereby.
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(b) With the consent of the Participant affected thereby, the Committee may
amend or modify any outstanding Options. Restricted Stock Awards, or Performance
Unit Awards in any manner to the extent that the Committee would have had the
authority under the Plan initially to award such Options, SARs, Restricted Stock
Awards, or Performance Unit Awards as so modified or amended, including without
limitation, to change the date or dates as of which such Options or SARs may be
exercised, to remove the restrictions on shares of Restricted Stock, or to
modify the manner in which Performance Units are determined and paid.
sec.11.4 NONUNIFORM DETERMINATIONS. The Committee's determinations under
the Plan, including without limitation, (i) the determination of the Key
Employees to receive Awards, (ii) the form, amount, and timing of such Awards,
(iii) the terms and provisions of such Awards and (iv) the Statements evidencing
the same, need not be uniform and may be made by it selectively among Key
Employees who receive, or who are eligible to receive, Awards under the Plan,
whether or not such Key Employees are similarly situated. This Section 11.4
shall not apply to current Campbell Stock Awards to non-employee Directors which
shall be uniform and non-discretionary in accordance with Article VII.
sec.11.5 GENERAL RESTRICTION. Each Award under the Plan shall be subject
to the condition that, if at any time the Committee shall determine that (i) the
listing, registration, or qualification of the shares of Campbell Stock subject
or related thereto upon any securities exchange or under any state or federal
law (ii) the consent or approval of any government or regulatory body, or (iii)
an agreement by the Participant with respect thereto, is necessary or desirable,
then such Award shall not become exercisable in whole or in part unless such
listing, registration, qualification, consent, approval, or agreement shall have
been effected or obtained free of any conditions not acceptable to the
Committee.
sec.11.6 NO RIGHT TO EMPLOYMENT. Neither the action of the Company in
establishing the Plan, nor any action taken by it or by the Board or the
Committee under the Plan, nor any provision of the Plan, shall be construed as
giving to any person the right to be retained in the employ of the Company or
any Subsidiary.
ARTICLE XII
CHANGE IN CONTROL OF THE COMPANY
sec.12.1 CONTRARY PROVISIONS. Notwithstanding anything contained in the
Plan to the contrary, the provisions of this Article XII shall govern and
supersede any inconsistent terms or provisions of the Plan.
sec.12.2 DEFINITIONS.
CHANGE IN CONTROL. (a) For purposes of the Plan "Change in Control" shall
mean any of the following events: (a) The acquisition in one or more
transactions by any "Person" (as the term person is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act")) of "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of twenty-five percent (25%) or more of the combined voting
power of the Company's then outstanding voting securities (the "Voting
Securities"), provided, however, that for purposes of this Section 12.2(a), the
Voting Securities acquired directly from the Company by any Person shall be
excluded from the determination of such Person's Beneficial Ownership of Voting
Securities (but such Voting Securities shall be included in the calculation of
the total number of Voting Securities then outstanding); or
(b) The individuals who, as of January 25, 1990, are members of the Board
(the "Incumbent Board"), cease for any reason to constitute at least two-thirds
of the Board; provided, however, that if the election, or nomination for
election by the Company's shareowners, of any new Director was approved by a
vote of at least two-thirds of the Incumbent Board, such new Director shall, for
purposes of the Plan, be considered as a member of the Incumbent Board; or
(c) Approval by shareowners of the Company of (1) a merger or consolidation
involving the Company if the shareowners of the Company, immediately before such
merger or consolidation, do not
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own, directly or indirectly immediately following such merger or consolidation,
more than eighty percent (80%) of the combined voting power of the outstanding
voting securities of the corporation resulting from such merger or consolidation
in substantially the same proportion as their ownership of the Voting Securities
immediately before such merger or consolidation or (2) a complete liquidation or
dissolution of the Company or an agreement for the sale or other disposition of
all or substantially all of the assets of the Company; or
(d) Acceptance of shareowners of the Company of shares in a share exchange
if the shareowners of the Company, immediately before such share exchange, do
not own, directly or indirectly immediately following such share exchange, more
than eighty percent (80%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such share exchange in
substantially the same proportion as their ownership of the Voting Securities
outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty-five percent (25%) or more of the then outstanding
Voting Securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its subsidiaries, (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the shareowners of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition, (iii) any "Grandfathered Dorrance Family Shareowner"
(as hereinafter defined) or (iv) any Person who has acquired such Voting
Securities directly from any Grandfathered Dorrance Family Shareowner but only
if such Person has executed an agreement which is approved by two-thirds of the
Board and pursuant to which such Person has agreed that he (or they) will not
increase his (or their) Beneficial Ownership (directly or indirectly) to 30% or
more of the outstanding Voting Securities (the "Standstill Agreement") and only
for the period during which the Standstill Agreement is effective and fully
honored by such Person. For purposes of this Section, "Grandfathered Dorrance
Family Shareowner" shall mean at any time a "Dorrance Family Shareowner" (as
hereinafter defined) who or which is at the time in question the Beneficial
Owner solely of (v) Voting Securities Beneficially Owned by such individual on
January 25, 1990, (w) Voting Securities acquired directly from the Company, (x)
Voting Securities acquired directly from another Grandfathered Dorrance Family
Shareowner, (y) Voting Securities which are also Beneficially Owned by other
Grandfathered Dorrance Family Shareowners at the time in question, and (z)
Voting Securities acquired after January 25, 1990 other than directly from the
Company or from another Grandfathered Dorrance Family Shareowner by any
"Dorrance Grandchild" (as hereinafter defined) provided that the aggregate
amount of Voting Securities so acquired by each such Dorrance Grandchild shall
not exceed five percent (5%) of the Voting Securities outstanding at the time of
such acquisition. A "Dorrance Family Shareowner" who or which is at the time in
question the Beneficial Owner of Voting Securities which are not specified in
clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall
not be a Grandfathered Dorrance Family Shareowner at the time in question. For
purposes of this Section, "Dorrance Family Shareowners" shall mean individuals
who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses,
fiduciaries and foundations of such descendants. A "Dorrance Grandchild" means
as to each particular grandchild of the late Dr. John T. Dorrance, Sr., all of
the following taken collectively: such grandchild, such grandchild's descendants
and/or the spouses, fiduciaries and foundations of such grandchild and such
grandchild's descendants.
Moreover, notwithstanding the foregoing, (i) a Change in Control shall not
be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control
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shall occur and (ii) a Change in Control described in sec.12.2(a) with respect
to any Participant shall not be deemed to occur by reason of the Participant's
acquisition of Beneficial Ownership (including the acquisition of Beneficial
Ownership by a group of which the Participant is a member) with respect to any
transaction on which the Participant would rely on Rule 16b-3(e) promulgated
under the Exchange Act.
CAUSE. For purposes of the Plan the term, "Cause" shall mean the
termination of a Participant's employment by reason of his or her (a) conviction
of a felony or (b) engaging in conduct which constitutes willful gross
misconduct which is demonstrably and materially injurious to the Company,
monetarily or otherwise. No act, nor failure to act, on the Employee's part,
shall be considered "willful" unless he or she has acted, or failed to act, with
an absence of good faith and without a reasonable belief that his or her action
or failure to act was in the best interest of the Company.
sec.12.3 "ADJUSTED FAIR MARKET VALUE" means, in the event of a Change in
Control, the greater of (a) the highest price per share of Campbell Stock paid
to holders of the shares of Campbell Stock in any transaction (or series of
transactions) constituting or resulting in a Change in Control or (b) the
highest Fair Market Value of a share of Campbell Stock during the ninety (90)
day period ending on the date of a Change in Control.
sec.12.4 Upon a Change in Control, (a) all Options and SARs outstanding on
the date of such Change in Control shall become immediately and fully
exercisable and (b) any Participant who may be subject to liability under
Section 16(b) of Securities Exchange Act of 1934, as amended, will be permitted
to surrender for cancellation for a period of sixty (60) days commencing after
the later of such Change in Control or the expiration of six months from the
date of grant, any Option or SAR (or portion of an Option or SAR), to the extent
not yet exercised and the Participant will be entitled to receive a cash payment
in an amount equal to the excess, if any, in respect of each Option or SAR
surrendered, (1)(i) except as described in clause (ii) below, the greater of (x)
the Fair Market Value, on the date preceding the date of surrender of the shares
subject to the Option or SAR (or portion thereof) surrendered or (y) the
Adjusted Fair Market Value of the Shares subject to the Option or SAR (or
portion thereof) surrendered or (ii) in the case of an Incentive Stock Option or
an SAR issued in connection with an Incentive Stock Option, the Fair Market
Value, on the date preceding the date of surrender, of the Shares subject to the
Option or SAR (or portion thereof) surrendered, over (2) the aggregate purchase
price for such Shares under the Option or SAR.
sec.12.5 Upon a Change in Control, all restrictions upon any shares of
Restricted Stock other than Restricted Stock which is subject to performance
related restrictions ("Performance Restricted Stock") shall lapse immediately
and all such shares shall become fully vested in the Participant and shall
promptly be delivered to the Participant.
sec.12.6 (a) Upon a Change in Control, the Participant shall (1) become
vested in, and restrictions shall lapse on, the greater of (i) fifty percent
(50%) of the Performance Restricted Stock or Performance Units or (ii) a pro
rata portion of such Performance Restricted Campbell Stock based on the portion
of the Performance Period that has elapsed to the date of the Change in Control
and the aggregate vesting percentage determined pursuant to this clause (ii)
shall be applied to vesting first such awards granted the farthest in time
preceding the Change in Control (the "Vested Performance Awards") and (2) be
entitled to receive (A) in respect of all Performance Units which become vested
as a result of a Change in Control, a cash payment within thirty (30) days after
such Change in Control equal to the product of the then current value of a
Performance Unit multiplied by the number of Performance Units which become
vested in accordance with this sec.12.6 and (B) in respect of all shares of
Performance Restricted Stock which become vested as a result of a Change in
Control, the prompt delivery of such shares.
(b) With respect to any shares of Performance Restricted Stock or
Performance Units which do not become vested pursuant to sec.12.6(a) (the
"Continuing Awards"), such shares or units (or the proceeds thereof) shall
continue to be outstanding for the remainder of the applicable Performance
Period (as if such shares or units were the only shares or units granted in
respect of each such Performance Period) and subject to the applicable Award
Criteria as modified below.
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<PAGE> 46
sec.12.7 DEFERRED ACCOUNTS. (a) Upon a Change in Control, each share of
phantom Campbell Stock credited to a Participant's Deferred Account shall be
converted into cash in an amount equal to the greater of (a) the Fair Market
Value per share of the Campbell Stock or (b) Adjusted Fair Market Value and
shall thereafter be transferred to measurement units in accordance with the
Participant's instructions pursuant to Section 10.3.
(b) Upon a Participant's termination of employment by the Participant or by
his or her employer for any reason (other than for Cause) within two years
following a Change in Control, the Company shall pay in a lump sum cash payment
the value of his or her Deferred Account (together with any interest accrued
thereon to the date of payment).
(c) Immediately upon a Change in Control, regardless of whether a
non-employee Director's services as a member of the Board cease, he or she shall
receive any amounts credited to his or her Deferred Accounts to the date of the
Change in Control in one lump-sum payment.
sec.12.8 AMENDMENT OR TERMINATION. (a) This Article XII shall not be
amended or terminated at any time if any such amendment or termination would
adversely affect the rights of any Participant under the Plan.
(b) For a period of twenty-four (24) months following a Change in Control,
the Plan shall not be terminated (unless replaced by a comparable long-term
incentive plan) and during such period the Plan (or such replacement plan) shall
be administered in a manner such that Participants will be provided with
long-term incentive awards producing reward opportunities generally comparable
to those provided prior to the Change in Control. Any amendment or termination
of the Plan prior to a Change in Control which (1) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control or (2) otherwise arose in connection with or in
anticipation of a Change in Control, shall be null and void and shall have no
effect whatsoever.
(c) Following a Change in Control, the Plan shall be amended as necessary
to make appropriate adjustments to the Award Criteria for the Continuing Awards
for (a) any negative effect that the costs and expenses incurred by the Company
and its Subsidiaries in connection with the Change in Control may have on the
achievement of Performance Goals under the Plan and (b) any changes to the
Company and/or its Subsidiaries (including, but not limited to, changes in
corporate structure, capitalization and increased interest expense as a result
of the incurrence or assumption by the Company of acquisition indebtedness)
following the Change in Control so as to preserve the reward opportunities and
Award Criteria for comparable performance under the Plan as in effect on the
date immediately prior to the Change in Control.
sec.12.9 TRUST ARRANGEMENT. All benefits under the Plan represent an
unsecured promise to pay by the Company. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of the Company
resulting in the Participants having no greater rights than the Company's
general creditors; provided, however, nothing herein shall prevent or prohibit
the Company from establishing a trust or other arrangement for the purpose of
providing for the payment of the benefits payable under the Plan.
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<PAGE> 48
APPENDIX B
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(CAMPBELL SOUP COMPANY LOGO)
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Management Worldwide Incentive Plan
---------------------------
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<PAGE> 49
(CAMPBELL SOUP COMPANY LOGO)
MANAGEMENT WORLDWIDE INCENTIVE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C> <C>
I. Purpose...................................................................... B-1
II. Definitions.................................................................. B-1
III. Administration............................................................... B-1
IV. Participation................................................................ B-2
V. Granting of Awards........................................................... B-2
VI. Payment of Additional Compensation........................................... B-3
VII. Contingent Award Accounts.................................................... B-3
VIII. Time of Payment of Contingent Awards......................................... B-4
IX. Delivery of Restricted Campbell Stock........................................ B-4
X. Restrictions................................................................. B-5
XI. Release of Restricted Campbell Stock......................................... B-5
XII. Conditions of Payment of Contingent Awards of Restricted Campbell Stock...... B-5
XIII. Limitations.................................................................. B-6
XIV. Amendment, Suspension or Termination of the Plan in Whole or in Part......... B-6
XV. Change in Control of the Company............................................. B-6
</TABLE>
<PAGE> 50
I. PURPOSE
The purposes of the Plan are to attract, motivate and retain high caliber
employees and to provide meaningful individual and group incentives within
Campbell Soup Company and its subsidiary corporations.
II. DEFINITIONS
When used in the Plan these words and phrases shall have these meanings:
"Board": the Board of Directors of the Company.
"Campbell Stock": Capital Stock of the Company.
"Committee": those members, need not be less than three, of the
Compensation Committee of the Board who, at the time of service on the Committee
hereunder, are, and at all times within one year prior thereto shall have been,
not eligible for selection as persons to whom awards may be granted, or to whom
stock options may be granted, pursuant to the Plan or any other plan of the
Company or any of its affiliates except for nondiscretionary awards pursuant to
the Campbell Soup Company 1994 Long-Term Incentive Plan. All members of the
Committee shall be "outside directors" as defined or interpreted for purposes of
Section 162(m) of the Internal Revenue Code. A majority (but not less than
three) of such members may determine the actions of the Committee and fix the
time and place of its meetings.
"Company": Campbell Soup Company and its successors and assigns.
"Contingent Award": an award of deferred and conditional incentive
compensation in accordance with Article VII.
"Contingent Award Account": the account established on the books of the
Company for a Participant receiving a Contingent Award.
"Eligible Employee": a person who at the end of the fiscal year is a
regular full-time salaried employee of the Company or a Subsidiary and who, in
the opinion of the Committee, is a key employee whose performance can contribute
to the successful management of the Company or a Subsidiary, including a person
whose services terminated before the end of the fiscal year, but not including a
person serving only as a Director of the Company or a Subsidiary.
"Family Member": the spouse, a child, a stepchild, a parent, a brother or
a sister of the Participant, or any other person in such class of relationship
to the Participant as the Committee may approve.
"Market Price": price of the closing sale (or last bid on a day when no
sale occurs) of Campbell Stock on the New York Stock Exchange composite tape.
"Performance Goals": the goals established by the Committee pursuant to
Article V.
"Participant": a person to whom an award of incentive compensation has
been made under the Plan.
"President": the President of the Company.
'Restricted Campbell Stock": Campbell Stock delivered subject to the
restrictions described in the Plan.
"Shareowners": the Shareowners of the Company.
"Subsidiary": a corporation, domestic or foreign, the majority of the
voting stock of which is owned directly or indirectly by the Company.
III. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have
all necessary powers to administer and interpret the Plan, such powers to
include the authority to select Eligible Employees to
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whom awards may be granted under the Plan and to determine the amount of any
award of incentive compensation to be granted to any Eligible Employee, except
that the amount of any incentive compensation to be granted by the Committee to
any Eligible Employee who is also a Director of the Company shall be approved by
the Board. A Director shall not participate in a vote approving the amount of
the grant to himself or herself. The Committee shall have full power and
authority to adopt such rules, regulations and instruments for the
administration of the Plan and for the conduct of its business as the Committee
deems necessary or advisable. The Committee's interpretations of the Plan, and
all actions taken and determinations made by the Committee pursuant to the
powers vested in it hereunder, shall be conclusive and binding on all parties
concerned, including the Company, its Shareowners and any employee of the
Company or any Subsidiary.
IV. PARTICIPATION
Participants in the Plan shall be selected by the Committee from among
Eligible Employees based upon such criteria as the Committee may from time to
time determine.
V. GRANTING OF AWARDS
(1) Prior to the beginning of a each fiscal year the Committee will
establish in writing, Performance Goals for the Company and its various
operating units. The goals will be comprised of specified annual levels of one
or more performance criteria as the Committee may deem appropriate such as:
earnings per share, net earnings, operating earnings, unit volume, net sales,
market share, balance sheet measurements, cash return on assets, shareowner
return, or return on capital. The Committee may disregard or offset the effect
of any special charges or gains or cumulative effect of a change in accounting
in determining the attainment of Performance Goals. Awards may also be payable
when Company performance, as measured by one or more of the above criteria, as
compared to peer companies meets or exceeds an objective target established by
the Committee.
(2) Prior to the close of each fiscal year, the Committee shall:
(a) be advised by such appropriate officer of the Company as it may
request, of the recommended estimated aggregate amount of awards of
incentive compensation to be granted under the Plan for such fiscal year;
and
(b) determine whether awards shall be granted under the Plan for the
fiscal year and if so, determine, the classes of employees eligible to
receive awards of incentive compensation based upon job grade and salary
levels and such other procedures for the granting of the awards as the
Committee may deem desirable.
The class of employees determined to be eligible for awards shall not be
subject to change after the close of the fiscal year.
(3) After the close of the fiscal year, the Committee may fix a maximum
aggregate dollar amount which may be granted for awards for that fiscal year.
The amounts of awards to be granted with respect to particular employees within
the eligible classes may be determined after the close of the fiscal year under
procedures established by the Committee.
(4) The Committee shall, in granting awards to particular Eligible
Employees for any fiscal year, take into consideration (a) the performance of
the Company or the organizational unit of the Eligible Employee based upon
attainment of Performance Goals and (b) as between Participants, the
contribution of the Participant during the fiscal year to the success of the
Company, including the Participant's (i) position and level of responsibility,
(ii) business unit, division or department achievements, and (iii) management
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assessment of individual performance. No award or awards may be granted to any
Participant for the same fiscal year that exceeds in the aggregate $3 million.
The Committee shall have no discretion to increase such Awards.
(5) The Committee shall have complete discretion with respect to the
determination of the Eligible Employees to whom awards of incentive compensation
shall be granted and the granting of such awards, except that the amount of any
incentive compensation to be granted by the Committee to any Eligible Employee
who is also a Director of the Company shall be approved by the Board in
accordance with Article III.
(6) Notwithstanding any other provision of the Plan, the Committee may not
grant any award for any fiscal year, prior to a Change in Control (as
hereinafter defined), in which no cash dividend shall have been paid on Campbell
Stock.
VI. PAYMENT OF ADDITIONAL COMPENSATION
Incentive compensation awards made pursuant to Article V that do not exceed
$10,000 shall be paid entirely in cash as soon as practicable after grant
approval, unless in the case of a Participant employed by a majority-owned,
direct or indirect, foreign subsidiary of the Company the Committee determines
otherwise.
If an award exceeds $10,000, the Committee shall determine how much, if
any, shall be paid in cash, how much, if any, shall be deferred and made
conditional as a Contingent Award, and how much, if any, shall be distributed in
the form of Restricted Campbell Stock, provided, however, that the Committee may
determine that an award of a lesser amount to a Participant employed by a
majority-owned, direct or indirect, foreign subsidiary of the Company may be
deferred in whole or in part in like manner.
The Committee's determinations may be made on an individual basis or on the
basis of classifications of age, salary, or other criteria. The Committee may
take into consideration any preference an Eligible Employee may have expressed
in writing not less than 30 days prior to the end of the fiscal year for which
the award is made.
The portion of each award to be in the form of Restricted Campbell Stock
shall be paid and delivered as soon as practicable after grant approval. The
number of shares of Restricted Campbell Stock shall be determined in accordance
with Article IX.
The Company may make deliveries of Contingent Campbell Stock and Restricted
Campbell Stock in shares of Campbell Stock purchased by the Company (at such
time or times and in such manner as it may determine) or held in the treasury,
or in shares of authorized but previously unissued Campbell Stock. The Company
shall be under no obligation to acquire Campbell Stock for delivery of an
installment of Contingent Campbell Stock before it is due.
VII. CONTINGENT AWARD ACCOUNTS
(1) A Participant's Contingent Award Account shall be credited with the
measurement units elected by the Participant in writing at the time of the
submission of his or her request to defer.
(2) The Committee, or the Treasurer of the Company, if designated by the
Committee, shall establish procedures and rules regarding the maximum number of
annual installment payments, the measurement units for valuing Contingent Award
Accounts, transfer of the balances in Contingent Award Accounts among
measurement units, the time and manner of payment of Contingent Award Accounts,
and other administrative items for Contingent Award Accounts.
(3) The Company shall give each Participant receiving a Contingent Award a
statement of his or her Contingent Award Account at the end of each fiscal year.
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<PAGE> 53
VIII. TIME OF PAYMENT OF CONTINGENT AWARDS
(1) After termination of a Participant's employment, by retirement or for
any reason other than death or discharge for willful, deliberate or gross
misconduct as determined by the Company, any amounts credited to his or her
Contingent Award Account shall, subject to Article XII, be delivered to the
Participant in such number of annual installments
(a) As he or she may elect in writing at least one year before such
termination, or in the absence of such election,
(b) As the Committee, or, with respect to a Participant who is not a
director or an executive officer, as the Treasurer of the Company, if
designated by the Committee as its delegate, may determine prior to payment
of the first installment.
The election afforded by this paragraph shall apply to all amounts credited to
his or her Contingent Award Account whether credited before or after any
amendment to this Plan or before or after the date of such election.
If he or she dies (before or after his or her retirement), any portion of
his or her Contingent Award Account then undelivered shall be delivered to the
beneficiaries named in the most recent beneficiary designation filed with the
Treasurer of the Company or in the absence of such designation, delivered to, or
as directed by, his or her legal representatives, in such one or more
installments as the Committee, or with respect to a Participant who is not a
director or an executive officer, as the Treasurer of the Company, if designated
by the Committee as its delegate, may then determine.
(2) In the event a Participant, before termination of his or her
employment, experiences financial hardship, the Participant may request, and the
Committee, or the Treasurer of the Company if designated by the Committee, may
grant, a distribution in one lump sum of such portion of the amount credited to
the Participant's Contingent Account as is required to relieve such financial
hardship and is not reasonably available from the Participant's other resources.
Such request shall be irrevocable and shall be made at least two months in
advance of the distribution.
In the event a Participant, after termination of his or her employment,
experiences financial hardship, the Participant may request, and the Committee
in its sole discretion may grant, an acceleration of the Participant's elected
number of installments to the extent necessary to relieve such financial
hardship.
A distribution will be on account of "financial hardship" if the
distribution is necessary due to severe and unanticipated financial hardship
caused by an event beyond the control of the Participant. The Committee, in its
sole discretion, shall determine whether or not a Participant has experienced
"financial hardship."
(3) The right of a Participant to receive any unpaid portion of his or her
Deferred Accounts shall be an unsecured claim against the general assets of the
Company.
IX. DELIVERY OF RESTRICTED CAMPBELL STOCK
The amount of the award of each Participant to be delivered in the form of
Restricted Campbell Stock shall be divided by an amount equal to the average of
the Market Prices for the first 20 of the last 30 trading days before the date
of the grant approval of such award to him or her pursuant to Article V. There
shall be transferred into the Participant's name a number of shares of
Restricted Campbell Stock equal to the whole number of the quotient, and, if the
amount of his or her award to be in the form of Restricted Campbell Stock is not
evenly divisible by such average price, the remainder shall be paid to him or
her in cash.
A certificate or certificates for such shares registered in the name of the
Participant shall be delivered to the Participant who shall thereupon be a
Shareowner and have all the rights of a Shareowner with respect to such shares,
including the right to vote such shares and to receive all dividends or other
distributions made or paid with respect to such shares; provided, that the
shares themselves, and any
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new, additional or different securities he or she may be entitled to receive
with respect to such shares by virtue of a stock split or stock dividend or any
other change in the corporate or capital structure of the Company, shall be
subject to the restrictions hereafter described. In aid of such restrictions,
the Participant shall deposit all certificates for Restricted Campbell Stock
together with stock powers or other instruments of transfer appropriately
endorsed in blank by him or her, in a bank selected by the Company in a deposit
account under a deposit agreement in a form agreed by the Committee.
X. RESTRICTIONS
Prior to their release as provided in Article XI, shares of Restricted
Campbell Stock held for a Participant in a deposit account may not be sold,
exchanged, transferred, pledged, hypothecated, or otherwise disposed of by him
or her; provided, that nothing herein shall preclude a Participant from making a
gift of any such Restricted Campbell Stock to a Family Member or to a trust of
which the beneficiary or beneficiaries of the corpus and the income shall be
either the Participant or a Family Member. In the event of such gift, the
Restricted Campbell Stock shall remain subject to the restrictions, obligations
and conditions set forth herein.
XI. RELEASE OF RESTRICTED CAMPBELL STOCK
After termination of a Participant's employment, by retirement or for any
other reason other than death or discharge for willful, deliberate or gross
misconduct as determined by the Company, the shares of Restricted Campbell Stock
held for him or her in a deposit account shall, subject to the provisions of
Article XII, be released to him or her in such number of annual installments
(1) As he or she may elect in writing at least one year before such
termination, or in the absence of such election,
(2) As the Committee may determine prior to distribution of the first
installment of Restricted Campbell Stock, except that the number of
installments shall not exceed 15 plus the number of full years by which
such termination precedes his or her normal retirement date.
In the event the Participant cannot make an election under this Article XI
within the time provided, but has made an election under Article VIII, the
latter election shall be considered to be an effective election under this
Article XI.
If the Participant dies (before or after retirement) the shares of
Restricted Campbell Stock then held in the deposit account shall be delivered
to, or as directed by, his or her legal representatives, in such one or more
installments as the Committee may then determine.
XII. CONDITIONS OF PAYMENT OF CONTINGENT AWARDS AND RELEASE OF RESTRICTED
CAMPBELL STOCK
Prior to a Change in Control, no installment of a Contingent Award and no
shares of Restricted Campbell Stock credited to the account of, or held in a
deposit account for, a Participant whose service with the Company or a
Subsidiary shall have terminated shall be paid or released to the Participant
unless, from the time of termination until the time for such payment or release
or until his or her death, whichever happens first, he or she shall have
continuously refrained from engaging in any business directly or indirectly
competitive with the Company or any Subsidiary or affiliate. If the Participant
violates this condition, no further installment shall be delivered to him or her
and no further Restricted Campbell Stock held in a deposit account shall be
released to him or her and all rights in the undelivered portion of his or her
Contingent Award Account and in the unreleased Restricted Campbell Stock in his
or her deposit account shall be forfeited to the Company.
The Committee may waive this condition, upon the written request of a
Participant, if in its sole judgment the nonfulfillment of the condition will
have no substantial adverse effect upon the Company or any Subsidiary or
affiliate. The request shall fully describe the proposed competitive activity,
and the waiver shall be limited to the specific competitive activity so
described.
B-5
<PAGE> 55
If a Participant is discharged for willful, deliberate or gross misconduct
as determined by the Company, all rights to his or her Contingent Award Account
and to any Restricted Campbell Stock held for the Participant in a deposit
account shall be forfeited to the Company.
XIII. LIMITATIONS
No person shall at any time have any right to be granted an award hereunder
for any fiscal year, and no person shall have authority to enter into an
agreement committing the Company to make or pay an award, nor shall any person
have authority to make any representation or warranty on behalf of the Company
with respect thereto.
Participants receiving awards shall have no rights to such awards except as
set forth in this Plan. Except as provided in Article X, such rights may not be
assigned or transferred except by will or by the laws of descent and
distribution and, in the event any attempt shall be made to sell, exchange,
transfer, pledge, hypothecate or otherwise dispose of Restricted Campbell Stock
held for a Participant in a deposit account prior to their release, such shares
shall be forfeited to the Company. Before delivery of Contingent Campbell Stock,
no shares of Campbell Stock shall be earmarked for the Participants' accounts
nor shall they have any rights as Shareowners with respect thereto.
Neither the action of the Company in establishing the Plan, nor any action
taken by it or by the Board or the Committee under the Plan, nor any provision
of the Plan, shall be construed as giving to any person the right to be retained
in the employ of the Company or any Subsidiary.
XIV. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN IN WHOLE OR IN PART
The Board may amend, suspend or terminate the Plan in whole or in part; but
it may not affect adversely rights or obligations with respect to awards
theretofore made, nor shall an amendment substantially increasing the cost of
the Plan be made unless previously approved by the Shareowners. Material
amendments by the Board shall be reported to the Shareowners and, commencing not
later than 1980 and at least once every five years thereafter, the Plan shall be
submitted to Shareowners. The Plan may be altered, changed or repealed by the
Shareowners; but such action shall not affect adversely rights or obligations
with respect to awards theretofore made.
XV. CHANGE IN CONTROL OF THE COMPANY
(1) Contrary Provisions. Notwithstanding anything contained in the Plan to
the contrary, the provisions of this Article XV shall govern and supersede any
inconsistent terms or provisions of the Plan.
(2) Definitions.
Change in Control. For purposes of the Plan "Change in Control" shall mean
any of the following events:
(a) The acquisition in one or more transactions by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")) of
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of twenty-five percent (25%) or more of the combined voting
power of the Company's then outstanding voting securities (the "Voting
Securities"), provided, however, that for purposes of this Section 2a, the
Voting Securities acquired directly from the Company by any Person shall be
excluded from the determination of such Person's Beneficial Ownership of
Voting Securities (but such Voting Securities shall be included in the
calculation of the total number of Voting Securities then outstanding); or
(b) The individuals who, as of January 25, 1990, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the election, or
nomination for election by the Company's Shareowners, of any new director
was
B-6
<PAGE> 56
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of the Plan, be considered as a member of the
Incumbent Board; or
(c) Approval by Shareowners of the Company of (1) a merger or
consolidation involving the Company if the Shareowners of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly immediately following such merger or consolidation, more than
eighty percent (80%) of the combined voting power of the outstanding Voting
Securities of the corporation resulting from such merger or consolidation
in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger or consolidation or (2) a
complete liquidation or dissolution of the Company or an agreement for the
sale or other disposition of all or substantially all of the assets of the
Company; or
(d) Acceptance of Shareowners of the Company of shares in a share
exchange if the Shareowners of the Company, immediately before such share
exchange, do not own, directly or indirectly immediately following such
share exchange, more than eighty percent (80%) of the combined voting power
of the outstanding Voting Securities of the corporation resulting from such
share exchange in substantially the same proportion as their ownership of
the Voting Securities outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty-five percent (25%) or more of the then outstanding
Voting Securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its subsidiaries, (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the Shareowners of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition, (iii) any "Grandfathered Dorrance Family Shareowner"
(as hereinafter defined) or (iv) any Person who has acquired such Voting
Securities directly from any Grandfathered Dorrance Family Shareowner but only
if such Person has executed an agreement which is approved by two-thirds of the
Board and pursuant to which such Person has agreed that he (or they) will not
increase his (or their) Beneficial Ownership (directly or indirectly) to 30% or
more of the outstanding Voting Securities (the "Standstill Agreement") and only
for the period during which the Standstill Agreement is effective and fully
honored by such Person. For purposes of this Section, "Grandfathered Dorrance
Family Shareowner" shall mean at any time a "Dorrance Family Shareowner" (as
hereinafter defined) who or which is at the time in question the Beneficial
Owner solely of (v) Voting Securities Beneficially Owned by such individual on
January 25, 1990, (w) Voting Securities acquired directly from the Company, (x)
Voting Securities acquired directly from another Grandfathered Dorrance Family
Shareowner, (y) Voting Securities which are also Beneficially Owned by other
Grandfathered Dorrance Family Shareowners at the time in question, and (z)
Voting Securities acquired after January 25, 1990 other than directly from the
Company or from another Grandfathered Dorrance Family Shareowner by any
"Dorrance Grandchild" (as hereinafter defined) provided that the aggregate
amount of Voting Securities so acquired by each such Dorrance Grandchild shall
not exceed five percent (5%) of the Voting Securities outstanding at the time of
such acquisition. A "Dorrance Family Shareowner" who or which is at the time in
question the Beneficial Owner of Voting Securities which are not specified in
clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall
not be a Grandfathered Dorrance Family Shareowner at the time in question. For
purposes of this Section, "Dorrance Family Shareowners" shall mean individuals
who are descendants of the late Dr. John T. Dorrance, Sr. and/or the spouses,
fiduciaries and foundations of such descendants. A "Dorrance Grandchild" means
as to each particular grandchild of the late Dr. John T. Dorrance, Sr., all of
the following taken collectively: such grandchild, such grandchild's descendants
and/or the spouses, fiduciaries and foundations of such grandchild and such
grandchild's descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would
B-7
<PAGE> 57
occur (but for the operation of this sentence) as a result of the acquisition of
Voting Securities by the Company, and after such share acquisition by the
Company, the Subject Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the then outstanding Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall occur.
Cause. For purposes of the Plan, the term Cause shall mean the termination
of a Participant's employment by reason of his or her (a) conviction of a felony
or (b) engaging in conduct which constitutes willful gross misconduct which is
demonstrably and materially injurious to the Company, monetarily or otherwise.
No act, nor failure to act, on the Employee's part, shall be considered
"willful" unless he or she has acted, or failed to act, with an absence of good
faith and without a reasonable belief that his or her action or failure to act
was in the best interest of the Company.
(3) Change in Control Year. During any fiscal year in which a Change in
Control occurs (the "Change in Control Year") each Eligible Employee who is a
Participant on the date immediately prior to the Change in Control (a) whose
employment with his or her employer is terminated prior to the end of the Change
in Control Year for any reason (other than by his or her employer for Cause) or
(b) who is in the employ of the Company or any Subsidiary on the last day of the
Change in Control Year, shall be entitled to receive, within thirty (30) days
thereafter, a cash payment equal to the greater of (x) his or her target award
for the Change in Control Year or (y) the average of the awards paid or payable
under the Plan for the two most recent fiscal years ended prior to the Change in
Control Year (the "Award"); provided, however that the amount of the Award to be
paid to each Participant as provided in clause (a) above shall be multiplied by
a fraction, the numerator of which shall be the number of calendar days from and
including the first day of the Change in Control Year through and including the
date the Participant's employment is terminated and the denominator of which
shall be 365; provided, further, however, that the Award to be paid to any
Participant who is a party to an individual severance agreement shall be reduced
by the amount of the "Pro Rata Bonus" (as defined in the severance agreement)
that such Participant receives under the severance agreement.
(4) Contingent Awards Accounts.
(a) Upon a Change in Control, each share of Campbell Stock credited to
a Participant's Contingent Award Account (other than those represented by
issued and outstanding shares) shall be converted into cash in an amount
equal to the greater of (a) the highest price per share of the Campbell
Stock paid to holders of the shares of Campbell Stock in any transaction
(or series of transactions) constituting or resulting in a Change in
Control or (b) the highest fair market value of a share of Campbell Stock
during the ninety (90) day period ending on the date of a Change in
Control, and shall thereafter be transferred to measurement units in
accordance with the Participant's instructions as provided in Section (2)
of Article VII.
(b) Upon a Participant's termination of employment by the Participant
or by his or her employer for any reason (other than for Cause) within two
(2) years following a Change in Control, the Company shall pay in a lump
sum cash payment the value of his or her Contingent Award Account (together
with any interest accrued thereon to the date of payment).
(5) Restricted Campbell Stock. Upon a Change in Control, all restrictions
on outstanding shares of Restricted Campbell Stock shall lapse and all such
shares shall become 100% vested.
(6) Continuation of the Plan. For a period of two (2) years following a
Change in Control, the Plan shall not be terminated or amended in any way
(including, but not limited to, restricting or limiting any Eligible Employee's
right to participate in the Plan), nor shall the manner in which the Plan is
administered be changed in a way that adversely affects the level of
participation or reward opportunities of any Participant; provided, however,
that the Plan shall be amended as necessary to make appropriate
adjustments for (a) any negative effect that the costs and expenses incurred by
the Company and its Subsidiaries in connection with the Change in Control may
have on the benefits payable under the Plan and (b) any changes to the Company
and/or its Subsidiaries (including, but not limited to, changes in corporate
structure, capitalization and increased interest expense as a result of the
incurrence or
B-8
<PAGE> 58
assumption by the Company of acquisition indebtedness) following the Change in
Control so as to preserve the reward opportunities and performance targets for
comparable performance under the Plan as in effect on the date immediately prior
to the Change in Control.
(7) Amendment or Termination.
(a) This Article XV shall not be amended or terminated at any time.
(b) Any amendment or termination of the Plan prior to a Change in
Control which (1) was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change in
Control or (2) otherwise arose in connection with or in anticipation of a
Change in Control, shall be null and void and shall have no effect
whatsoever.
(8) Trust Arrangement. All benefits under the Plan shall be paid by the
Company. The Plan shall be unfunded and the benefits hereunder shall be paid
only from the general assets of the Company; provided, however, nothing herein
shall prevent or prohibit the Company from establishing a trust or other
arrangement for the purpose of providing for the payment of the benefits payable
under the Plan.
B-9
<PAGE> 59
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<PAGE> 60
(This page intentionally left blank)
<PAGE> 61
PAVILION THEATER -- GARDEN STATE PARK
ROUTE 70, CHERRY HILL, NJ 08034-0649 (609)488-8400
[FIGURE 2]
<PAGE> 62
[CAMPBELL SOUP COMPANY LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P FOR THE ANNUAL MEETING ON NOVEMBER 17, 1994
R The undersigned hereby appoints D.W. Johnson, or, in his absence,
J.M. Coleman, or, in the absence of both of them, J.J. Furey, and each
O or any of them, proxies with full power of substitution in each, to
vote all shares the undersigned is entitled to vote, including any
X shares held under the Dividend Reinvestment Plan, at the Annual
Meeting of Shareowners of Campbell Soup Company to be held at the
Y Pavilion Theater at Garden State Park, Route 70, Cherry Hill, New
Jersey, at 10:30 a.m. and at any adjournments thereof, on all matters
coming before the meeting, including the proposals referred to on the
reverse side hereof. If the undersigned is a participant in one of the
Campbell Soup Company Savings and 401(k) Plans or in the Campbell Soup
Company Employee Savings and Stock Bonus Plan or in the Campbell Soup
Company Ltd Employee Savings and Stock Bonus Plan (any of such plans,
a "Savings Plan"), then the undersigned hereby directs the respective
trustee of the applicable Savings Plan to vote all shares of Campbell
Soup Company Capital Stock in the undersigned's Savings Plan account
at the aforesaid Annual Meeting and at any adjournments thereof, on
all matters coming before the meeting, including the proposals
referred to on the reverse side hereof.
<TABLE>
<S> <C>
(Change of Address/Comments)
1. ELECTION OF DIRECTORS
------------------------------------
Nominees: A.A. App, R.A. Beck, E.M. Carpenter, B. Dorrance, J.T. Dorrance, III,
T.W. Field, Jr., D.W. Johnson, P.E. Lippincott, M.A. Malone, C.H. Mott, ------------------------------------
R.A. Pfeiffer, Jr., D.M. Stewart, G. Strawbridge, Jr., R.J. Vlasic and
C.C. Weber ------------------------------------
Directors recommend a vote FOR ------------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card)
</TABLE>
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN
THE REVERSE SIDE; NO BOXES NEED TO BE MARKED.
PLEASE RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
/ SEE REVERSE /
/ SIDE /
[CAMPBELL SOUP COMPANY LOGO]
ANNUAL MEETING OF SHAREOWNERS
NOVEMBER 17, 1994
10:30 A.M.
PAVILION THEATER
GARDEN STATE PARK
ROUTE 70
CHERRY HILL, NJ
<PAGE> 63
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
YOUR SHARES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS (OR, IN
THE CASE OF SHARES HELD IN A SAVINGS PLAN, WILL BE VOTED AT THE DISCRETION OF
THE TRUSTEE) UNLESS YOU OTHERWISE INDICATE IN WHICH CASE THEY WILL BE VOTED AS
MARKED.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
<TABLE>
<CAPTION>
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of 2. Approve the 1994 Long- 4. Ratification
Directors Term Incentive Plan and of Appointment
(see reverse) Amendments to 1984 Long- of Auditors
FOR, except vote withheld from the Term Incentive Plan
following nominee(s):
3. Approve the Management
Worldwide Incentive Plan
THE BOARD RECOMMENDS A VOTE AGAINST ITEM 5.
FOR AGAINST ABSTAIN
5. Shareowner
Proposal:
Political
Contributions
MARK THIS BOX TO Mark this box Change of
OBTAIN A TICKET OF if you plan address:
ADMISSION TO THE to use the Mark this box
MEETING. van service. and see the
reverse side.
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT
OWNERS SHOULD EACH SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
-------------------------------------------------------
-------------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
* FOLD AND DETACH HERE *
<TABLE>
<S> <C>
SHAREOWNERS THE DELIGHTFUL HISTORY OF CAMPBELL SOUP COMPANY
SAVE $15! "America's Favorite Food, The Story of Campbell Soup
OFF COVER PRICE Company," chronicles the beginnings of the Company
under Joseph Campbell in 1869, its astounding growth
LIMITED OFFER! following the invention of Campbell's condensed Soup by
Dr. John T. Dorrance, to the acquisition and
A SPECIAL development of premier brands such as Pepperidge
125TH ANNIVERSARY Farm(R), Godiva(R), Swanson(R) and many others.
PUBLICATION
This brilliantly illustrated volume presents a
fascinating narrative history of the evolution,
development and impact of this remarkable,
worldwide food firm. Author Doug Collins also
traces the impact advertising and promotion have played
[PHOTO] over the past 125 years -- the debut of the Campbell
[FIGURE 3] Kids(R) in 1904, the "M'm! M'm! Good!"(R) slogan,
the instantly recognizable Red-and-White soup can and
more.
As a charming chapter in the record of the world's
eating habits, as compelling business history and as an
American success story, this book offers rich and
interesting fare. It will be loved by all... from the
avid memorabilia collector, to students of history,
to anyone who has enjoyed a bowl of America's
Favorite Food -- Campbell's Soup.
To receive "America's Favorite Food, The Story of
Campbell Soup Company," send a check or money order
for $24.99 for each copy (includes shipping and
handling), payable to Campbell Soup.
* 216-PAGE DELUXE * PUBLISHED BY * WRITTEN BY DOUG COLLINS, Mail to:
HARDCOVER COFFEE HARRY N. ABRAMS, FOREWARD BY NATHALIE DUPREE. Campbell History Book
TABLE-SIZED BOOK. INC., THE WORLD'S * SPECIAL 12-PAGE GALLERY P.O. Box 7867, Dept. AR
* MORE THAN 240 FOREMOST OF ANDY WARHOL IMAGES OF Monticello, MN 55563-7867
COLOR AND B&W PUBLISHER OF ART CAMPBELL'S(R) SOUPS. Name ______________________________________________
PHOTOS AND AND ILLUSTRATED (PLEASE PRINT)
ILLUSTRATIONS. BOOKS. Address ___________________________________________
(NO P.O. BOXES)
City _________________State_______________Zip______
Offer Expires 5/31/95. Good while supplies last and
only good in USA, Puerto Rico and U.S. military
installations. Please allow 8 weeks for handling.
Void where taxed, restricted or prohibited by law.
Offerer reserves right to limit quantities.
[CAMPBELL SOUP COMPANY LOGO]
</TABLE>
<PAGE> 64
EDGAR APPENDIX
FIGURE 1
In the printed version of the Proxy Statement on page 13, there is a
line graph representing the figures in the table below it.
FIGURE 2
On the back cover of the printed version of the Proxy Statement is a
map showing directions to the Pavilion Theater in Cherry Hill, New Jersey.
FIGURE 3
On the printed version of the Proxy Card is a photograph of some
Campbell Soup cook books and logos.
