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As filed with the Securities and Exchange Commission on December 16, 1994
FILE NO. ____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES EXCHANGE ACT OF 1933
(CAMPBELL SOUP COMPANY LOGO)
(Exact Name of Issuer As Specified in Its Charter)
NEW JERSEY 21-0419870
State of Incorporation I.R.S. Employer Identification No.
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
Principal Executive Offices
CAMPBELL SOUP COMPANY 1994 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
JOHN M. COLEMAN
SENIOR VICE PRESIDENT - LAW AND PUBLIC AFFAIRS
CAMPBELL SOUP COMPANY
CAMPBELL PLACE, CAMDEN, NEW JERSEY 08103-1799
(Name and address of agent for service)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (609) 342-4800
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Capital Stock ($.075 12,500,000 $42.44 $530,468,750 $182,905.63
par value) Shares
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(1) The price per share, estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c), is based on the average of the high
and low prices, which average equals $42.44 per share, as reported on the New
York Stock Exchange--Composite Transactions tape on December 9, 1994.
An Index of Exhibits appears on page 8. This Form S-8 contains 28 pages
including Exhibits.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant incorporates by reference into the registration
statement the documents listed below:
(a) Registrant's annual report on Form 10-K and Form 10-K/A1 for
the fiscal year ended July 31, 1994.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since July 31, 1994.
(c) The description of the Capital Stock contained in Campbell's
registration statement dated November 16, 1954 filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Securities to be offered are registered under Section 12 of the
Exchange Act. Pursuant to Section 4.3 of the Campbell Soup Company 1994
Long-Term Incentive Plan, the shares to be offered must be Capital Stock
previously issued and outstanding and reacquired by the Registrant.
Item 5. Interest of Named Experts
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 14A:3-5 of the New Jersey Business Corporation Act requires a
corporation to indemnify a director, officer or employee for expenses to the
extent that he or she has been successful in any legal proceeding involving
that individual by reason of his or her having served as a "Corporate Agent" as
defined in the statute. It permits a corporation to indemnify for
expenses and liabilities irrespective of the outcome, as follows: (i) in a
civil proceeding, other than by or in the right of the corporation, if the
individual acted in good faith and in a
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manner reasonably believed to be in or not opposed to the best interests of the
corporation; and (ii) in a criminal proceeding, if the individual had no
reasonable cause to believe his or her conduct was unlawful. In respect to
civil proceedings by or in the right of the corporation, the law also enables a
corporation to provide indemnification for expenses if the individual acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation. If an individual has been found
liable to the corporation for negligence or misconduct, such indemnification
may only be provided if an appropriate court determines that in view of all
the circumstances the individual is fairly and reasonably entitled to
indemnity for expenses.
Article IV of the By-Laws of the Registrant provides as follows:
Section 1. The Corporation shall indemnify to the full extent from
time to time permitted by law any present, former or future director, officer,
or employee ("Corporate Agent") made, or threatened to be made, a party to, or
a witness or other participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative,
legislative, investigative, or of any other kind, including by or in the right
of the Corporation ("Proceeding"), by reason of the fact that such person is or
was a Corporate Agent of the Corporation or any subsidiary of the Corporation
or, while serving as a Corporate Agent of the Corporation or any subsidiary of
the Corporation, serves or served another enterprise (including, without
limitation, any sole proprietorship, association, corporation, partnership,
joint venture or trust), whether or not for profit, at the request of the
Corporation as a director, officer, employee or agent thereof (including
service with respect to any employee benefit plan of the Corporation or any
subsidiary of the Corporation), against expenses (including attorneys' fees),
judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such
Proceeding or any appeal therein. No indemnification pursuant to this Article
IV shall be required with respect to any settlement or other nonadjudicated
disposition of any threatened or pending Proceeding unless the Corporation has
given its prior consent to such settlement or other disposition.
Section 2. Expenses incurred in connection with a Proceeding shall be
paid by the Corporation for any Corporate Agent of the Corporation in advance
of the final disposition of such Proceeding promptly upon receipt of an
undertaking by or on behalf of such person to repay such amount unless it shall
ultimately be determined that such person is entitled to
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be indemnified by the Corporation. Such an undertaking shall not, however, be
required of a nonparty witness.
Section 3. The foregoing indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled.
Section 4. The rights provided to any person by this Article IV shall
be enforceable against the Corporation by such person, who shall be presumed to
have relied upon it in serving or continuing to serve as a Corporate Agent. No
elimination of or amendment to this Article IV shall deprive any person of
rights hereunder arising out of alleged or actual occurrences, acts or failures
to act occurring prior to such elimination or amendment. The rights provided
to any person by this Article IV shall inure to the benefit of such person's
legal representative and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article IV, whether arising from acts or
omissions occurring before or after such adoption.
Section 5. The Corporation's Board of Directors may from time to time
delegate
(i) to a Committee of the Board of Directors of the
Corporation or to independent legal counsel the authority to
determine whether a Director or officer of the Corporation,
and
(ii) to one or more officers of the Corporation the authority
to determine whether an employee of the Corporation or any
subsidiary, other than a Director or officer of the
Corporation,
is entitled to indemnification or advancement of expenses pursuant to, and in
accordance with, applicable law and this Article IV, subject to such conditions
and limitations as the Board of Directors may prescribe.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
4 - Campbell Soup Company 1994 Long-Term
Incentive Plan
23 - Consent of Price Waterhouse LLP
24 - Power of Attorney
4
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Item 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(a) To file during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(a)(i) and
(1)(a)(ii) do not apply if the Registration Statement is in Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such
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securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Camden and State of New Jersey, on the 15th day of
December, 1994.
CAMPBELL SOUP COMPANY
BY /s/ Frank E. Weise, III
--------------------------
Frank E. Weise, III
Senior Vice President -
Finance and Chief Financial
Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
date indicated:
Date: December 15, 1994
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<S> <C>
By:/s/ Leo J. Greaney By:/s/ Frank E. Weise, III
----------------------------------------------------------- ------------------------------
Leo J. Greaney, Frank E. Weise, III
Vice President - Controller Senior Vice President- Finance
(Principal Accounting Officer) and Chief Financial Officer
David W. Johnson Chairman, President, Chief }
Executive Officer and Director }
(Principal Executive Officer) }
Alva A. App Director }
Edmund M. Carpenter Director }
Bennett Dorrance Vice Chairman and Director }
John T. Dorrance, III Director } By:/s/ John M. Coleman
Thomas W. Field, Jr. Director } -------------------------------------
Philip E. Lippincott Director } John M. Coleman, Senior Vice
Mary Alice Malone Director } President-Law & Public Affairs
Charles H. Mott Director }
Ralph A. Pfeiffer, Jr. Director }
Donald M. Stewart Director }
George Strawbridge, Jr Director }
Robert J. Vlasic Director }
Charlotte C. Weber Director }
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INDEX OF EXHIBITS
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Document Page
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4 Campbell Soup Company 1994 Long-Term Incentive Plan 9
23 Consent of Price Waterhouse LLP 26
24 Power of Attorney 27
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8
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Exhibit 4
(LOGO)
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1994 Long-Term Incentive Plan
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9
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(LOGO)
1994 LONG-TERM INCENTIVE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
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<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
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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.
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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.
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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. 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
A-13
<PAGE> 16
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.
A-14
<PAGE> 17
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.
A-15
<PAGE> 1
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 7, 1994, which appears on
page F-9 of Campbell Soup Company's Annual Report on Form 10-K for the year
ended July 31, 1994.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
December 14, 1994
26
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
FORM S-8 REGISTRATION STATEMENT FOR
CAMPBELL SOUP COMPANY 1994 LONG-TERM INCENTIVE PLAN
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Coleman and John J. Furey, and
each of them severally, until January 31, 1995, their true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
for them and in their name, place and stead, in any and all capacities, to sign
a Registration Statement on Form S-8 covering the registration under the
Securities Act of 1933 for participations in the Campbell Soup Company 1994
Long-Term Incentive Plan, and any amendments thereto, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
CAMPBELL SOUP COMPANY
<TABLE>
<CAPTION>
Signature Date
--------- ----
<S> <C>
/S/David W. Johnson November 16, 1994
- -------------------------------
David W. Johnson
Chairman, President and Chief
Executive Officer and Director
(Principal Executive Officer)
/S/Alva A. App November 16, 1994
- -------------------------------
Alva A. App
Director
/S/Edmund M. Carpenter November 16, 1994
- -------------------------------
Edmund M. Carpenter
Director
</TABLE>
27
<PAGE> 2
Power of Attorney (cont'd)
Form S-8 Registration Statement
Campbell Soup Company
1994 Long-Term Incentive Plan
<TABLE>
<S> <C>
/S/Bennett Dorrance November 16, 1994
- -------------------------------
Bennett Dorrance
Director
/S/John T. Dorrance, III November 16, 1994
- -------------------------------
John T. Dorrance, III
Director
/S/Thomas W. Field, Jr. November 16, 1994
- ------------------------------
Thomas W. Field, Jr.
Director
/S/Philip E. Lippincott November 16, 1994
- ------------------------------
Philip E. Lippincott
Director
/S/Mary Alice Malone November 16, 1994
- ------------------------------
Mary Alice Malone
Director
/S/Charles H. Mott November 16, 1994
- ------------------------------
Charles H. Mott
Director
/S/Ralph A. Pfeiffer, Jr. November 16, 1994
- ------------------------------
Ralph A. Pfeiffer, Jr.
Director
/S/Donald M. Stewart November 16, 1994
- ------------------------------
Donald M. Stewart
Director
/S/George Strawbridge, Jr November 16, 1994
- ------------------------------
George Strawbridge, Jr.
Director
/S/Robert J. Vlasic November 16, 1994
- ------------------------------
Robert J. Vlasic
Director
/S/Charlotte C. Weber November 16, 1994
- -------------------------------
Charlotte C. Weber
Director
</TABLE>
28
