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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
(Exact Name of Issuer As Specified in Its Charter)
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NEW JERSEY 21-0419870
State of Incorporation I.R.S. Employer Identification No.
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CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
Principal Executive Offices
CAMPBELL SOUP COMPANY SAVINGS AND
401(K) PLAN FOR SALARIED EMPLOYEES
(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
Title of Securities to be Registered Amount to be Registered Maximum Amount of
Aggregate Offering Registration Fee*
Price*
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Participations in the Campbell Soup $150,000,000 $150,000,000 $51,724.14
Company Savings and 401(k) Plan
for Salaried Employees
Capital Stock ($.075 par value) 3,149,275 Shares
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* Each employee participating in the Plan may contribute up to 15% of his
earnings and his employer will contribute 50 cents for each $1 of his
contributions up to 5% of his earnings. The employer contribution can
increase to 60 cents for each $1 if certain financial performance goals are
achieved. The employee may direct that all contributions be invested in
Capital Stock of Campbell Soup Company or otherwise as provided in the Plan.
The $150,000,000 of Plan participations being registered are the estimated
amount of all contributions which would be made over a four-year period. The
shares of Capital Stock of the Company being registered represent the number of
such shares that would be purchased under the Plan during such period if all
contributions were invested in Capital Stock at $47.63 per share, the last sale
price on the New York Stock Exchange - Composite Transactions tape on May 25,
1995.
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An Index of Exhibits appears on page 8. This Form S-8 contains 83 pages
including Exhibits.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant and the Campbell Soup Company Savings and 401(k) Plan
for Salaried Employees ("Plan") incorporate 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, and the Plan's annual report on Form
11-K filed pursuant to Section 15(d) of the Exchange Act for the Plan
Year Ended December 31, 1993.
(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.
(d) The contents of Registration Statement on Form S-8, SEC File No.
33-19154 for the Campbell Soup Company Savings and 401(k) Plan for
Salaried Employees.
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
Campbell Soup Company Capital Stock, which is one of the investment
options offered, is registered under Section 12 of the Exchange Act.
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 manner reasonably believed to
2
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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 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 the 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 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
3
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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 Savings and 401(k) Plan for
Salaried Employees
5 - Registrant will or has submitted the Plan and any
amendment thereto to the Internal Revenue Services
("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the
Plan
23 - Consent of Price Waterhouse LLP
24 - Power of Attorney
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) 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;
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(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 (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on 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.
(2) 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.
(3) 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.
(b) 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 securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) 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.
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SIGNATURES
The Registrant. 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 26th day of May, 1995.
CAMPBELL SOUP COMPANY
BY: /s/ Leo J. Greaney
----------------------------
Leo J. Greaney
Vice President - Controller
Officers and Directors. 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: May 26, 1995
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By: /s/ Leo J. Greaney
--------------------
Leo J. Greaney
Vice President - Controller
(Principal Accounting Officer)
David W. Johnson Chairman, President, Chief }
Executive Officer and Director }
(Principal Executive Officer and }
and Principal Financial Officer) }
Alva A. App Director }
Robert A. Beck Director }
Edmund M. Carpenter Director } By: /s/ John M. Coleman
Bennett Dorrance Vice Chairman and Director } --------------------------------
John T. Dorrance, III Director } John M. Coleman
Thomas W. Field, Jr. Director } Senior Vice President - Law and Public
Philip E. Lippincott Director } Affairs (Attorney-in-Fact)
Mary Alice Malone 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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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the
City of Camden, State of New Jersey, on May 26, 1995.
Campbell Soup Company Savings and
401(k) Plan for Salaried Employees
By: /s/ Robert Subin
------------------------
Robert Subin
Chairman of the Administrative
Committee
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INDEX OF EXHIBITS
Document Page
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4 Campbell Soup Company Savings and 401(k)
Plan for Salaried Employees 9
23 Consent of Price Waterhouse LLP 79
24 Power of Attorney 80
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CAMPBELL SOUP COMPANY
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CAMPBELL SOUP COMPANY SAVINGS AND 401(k) PLAN
FOR SALARIED EMPLOYEES
AMENDED AND RESTATED EFFECTIVE APRIL 1, 1994
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TABLE OF CONTENTS
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I DEFINITIONS................................................................. 2
1.1 Administrative Committee.............................................. 2
1.2 Beneficiary........................................................... 2
1.3 Board of Directors.................................................... 2
1.4 Break-in-Service...................................................... 2
1.5 Campbell.............................................................. 3
1.6 Campbell Stock........................................................ 3
1.7 Campbell Soup Company Stock Fund...................................... 3
1.8 Code.................................................................. 3
1.9 Company............................................................... 3
1.10 Compensation.......................................................... 3
1.11 Contributions......................................................... 4
1.12 Disability............................................................ 5
1.13 Effective Date........................................................ 5
1.14 Employee.............................................................. 5
1.15 ERISA................................................................. 6
1.16 Excess Aggregate Contributions........................................ 6
1.17 Excess Contributions.................................................. 6
1.18 Family Member......................................................... 6
1.19 Five-Percent Owner.................................................... 6
1.20 Highly Compensated Employee........................................... 6
1.21 Hour of Service....................................................... 7
1.22 Individual Accounts................................................... 8
1.23 Investment Funds...................................................... 9
1.24 Leased Employee....................................................... 9
1.25 Leave of Absence...................................................... 9
1.26 Limitation Year....................................................... 9
1.27 Non-Highly Compensated Employee....................................... 9
1.28 Normal Retirement Age................................................. 9
1.29 Normal Retirement Date................................................ 9
1.30 Participant........................................................... 9
1.31 Participating Employer................................................ 10
1.32 Plan.................................................................. 10
1.33 Plan Year............................................................. 10
1.34 Previous Plan......................................................... 10
1.35 Trust................................................................. 10
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1.36 Trust Agreement...................................................... 10
1.37 Trust Assets......................................................... 10
1.38 Trustee.............................................................. 10
1.39 Valuation Date....................................................... 10
1.40 Year of Service...................................................... 10
II ELIGIBILITY, PARTICIPATION AND VESTING...................................... 12
2.1 Eligibility.......................................................... 12
2.2 Participation........................................................ 12
2.3 Vesting.............................................................. 12
III CONTRIBUTIONS.............................................................. 14
3.1 Company Contributions................................................ 14
3.2 Participant's After-Tax Contributions................................ 16
3.3 Rollover Contributions............................................... 16
3.4 Affiliate Plan Contributions......................................... 17
3.5 Maximum Amount of Before-Tax Contributions........................... 17
3.6 Limitation on Before-Tax Contributions - Code Section 401(k)......... 17
3.7 Limitation on Matching Company Contributions and After-Tax
Contributions - Code Section 401(m).................................. 20
3.8 Aggregate Limitation on Before-Tax Contributions and Company
Matching and After-Tax Contributions................................. 23
3.9 Plan Aggregation; Special Rule....................................... 24
3.10 Changes or Suspension of Contributions............................... 24
3.11 Contributions Returnable to the Company.............................. 24
IV INDIVIDUAL ACCOUNTS........................................................ 26
4.1 Establishment of Individual Accounts................................. 26
4.2 Allocation of Contributions.......................................... 26
4.3 Allocation of Income and Expenses.................................... 26
4.4 Allocation of Forfeitures............................................ 26
4.5 Investment Direction of Contributions................................ 26
4.6 Notification to Participants......................................... 27
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TABLE OF CONTENTS
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V DISTRIBUTIONS............................................................... 28
5.1 Amount of Distribution............................................... 28
5.2 Manner............................................................... 28
5.3 Timing and Valuation of Distributions ............................... 28
5.4 Time of Payment ..................................................... 29
5.5 Benefits in Excess of $3,500 ........................................ 30
5.6 Latest Date for Commencement of Benefits............................. 30
5.7 Distribution Requirements............................................ 31
5.8 Commencement of Benefits............................................. 31
5.9 Death Distribution Provisions ....................................... 31
5.10 Retirement........................................................... 31
5.11 Participation After Normal Retirement Date........................... 31
5.12 Death................................................................ 31
5.13 Other Termination of Employment...................................... 33
5.14 In-Service Annual Withdrawal......................................... 34
5.15 In-Service Hardship Withdrawal - General Rules ...................... 34
5.16 Definition of Qualified Emergency.................................... 34
5.17 Requirements for Hardship Withdrawal................................. 35
5.18 Order of Withdrawals from Participant's Individual Accounts.......... 35
5.19 Direct Transfers - Eligible Rollover Distributions................... 36
VI LOANS TO PARTICIPANTS....................................................... 38
6.1 Plan Loans........................................................... 38
6.2 Loan Requirements.................................................... 38
6.3 Failure to Make Timely Payment....................................... 39
6.4 Termination of Employment............................................ 39
6.5 Loans to Former Employees............................................ 40
6.6 Segregated Investment ............................................... 40
6.7 General Administration............................................... 40
VII ADMINISTRATION OF THE PLAN.................................................. 41
7.1 General.............................................................. 41
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TABLE OF CONTENTS
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7.2 Action by the Committee............................................ 41
7.3 Powers............................................................. 41
7.4 Exclusive Benefit Rule............................................. 42
7.5 Plan Interpretation................................................ 42
7.6 Claims Procedure................................................... 43
7.7 Responsibilities and Reports....................................... 43
VII ADMINISTRATION OF THE TRUST................................................ 44
8.1 Appointment of Trustee.............................................. 44
8.2 Management of Trust Assets.......................................... 44
8.3 Voting Campbell Stock............................................... 44
8.4 Tender Offer........................................................ 44
IX AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN........................... 46
9.1 Right to Amend, Terminate or Suspend the Plan...................... 46
9.2 Plan Termination................................................... 46
9.3 Certain Sales...................................................... 48
X MISCELLANEOUS.............................................................. 49
10.1 Facility of Payment................................................ 49
10.2 Indemnification.................................................... 49
10.3 Employment Not Guaranteed by Plan.................................. 49
10.4 Limitation of Liability............................................ 49
10.5 Nonalienation of Benefits.......................................... 49
10.6 Merger of Plans.................................................... 49
10.7 Construction....................................................... 50
10.8 Unclaimed Benefits................................................. 50
APPENDIX A
PARTICIPATING EMPLOYERS.......................................................... A-1
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TABLE OF CONTENTS
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APPENDIX B
TOP HEAVY PROVISIONS............................................................. B-1
B.1 Top-Heavy Requirements.............................................. B-1
B.2 Definitions......................................................... B-1
B.3 Minimum Vesting Requirements........................................ B-3
B.4 Change in Top-Heavy Status.......................................... B-3
B.5 Minimum Contribution Requirement.................................... B-4
B.6 Adjustment for Super Top-Heavy Plan................................. B-4
APPENDIX C
LIMITATION ON BENEFITS........................................................... C-1
C.1 Basic Limitation.................................................... C-1
C.2 Definitions......................................................... C-1
C.3 Limitation for Participants in a Combination of Plans............... C-2
C.4 Treatment of Similar Plans.......................................... C-3
C.5 Excess Amounts...................................................... C-3
C.6 Reduction of Annual Addition........................................ C-5
C.7 Adjustment to Defined Benefit Plan.................................. C-5
APPENDIX D
CHANGE IN CONTROL................................................................ D-1
D.1 Termination or Amendment............................................ D-1
D.2 Transfer of Accounts, Merger or Consolidation....................... D-1
D.3 Termination of Employment........................................... D-1
D.4 Cause............................................................... D-1
D.5 Change in Control................................................... D-2
D.6 Appendix D Amendment................................................ D-4
D.7 Successors.......................................................... D-4
D.8 Severability........................................................ D-4
D.9 Contrary Provisions................................................. D-4
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CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN
FOR SALARIED EMPLOYEES
AMENDED AND RESTATED EFFECTIVE APRIL 1, 1994
This is the Campbell Soup Company Savings and 401(k) Plan for
Salaried Employees (the "Plan"). The purpose of the Plan is to encourage
employees to save part of their income on a regular basis. The Plan replaced,
for salaried employees, Campbell Soup Company Employee Savings and Stock Bonus
Plan.
The Plan was effective April 1, 1988. This Plan amendment and
restatement is effective April 1, 1994, except as otherwise provided. The
Plan, and the Trust established hereunder, are intended to qualify as a profit
sharing plan and trust that meet the requirements of Code sections 401(a),
401(k) and 501(a), or any other applicable provision of law, including, without
limitation, those of ERISA. The Company shall make all Contributions to the
Plan without regard to current or accumulated earnings and profits for the
taxable year ending with or within a Plan Year. Notwithstanding the foregoing,
the Plan shall continue to be designed to qualify as a profit sharing plan for
purposes of Code sections 401(a), 402, 412 and 417.
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ARTICLE I
DEFINITIONS
The following words and phrases as used herein have the
following meanings unless a different meaning is plainly required by the
context:
1.1 "Administrative Committee" means the committee appointed
by the Board of Directors to administer the Plan and to give instructions to
the Trustee.
1.2 "Beneficiary" means the person or persons designated by a
Participant to receive his Individual Accounts in case of his death. Such
designation, and any change or revocation, shall be made in accordance with
Section 5.12.
1.3 "Board of Directors" means the Board of Directors of
Campbell Soup Company.
1.4 "Break-in-Service" means a period of 12 consecutive
months, commencing on a Participant's employment date or anniversary thereof,
in which he has 500 Hours of Service or less.
1.4.1 Maternity/Paternity Leave. Solely for purposes of
determining whether a Break-in-Service for vesting purposes has occurred, an
Employee who is absent from work for maternity or paternity reasons shall
receive credit for the Hours of Service that would otherwise have been credited
to that Employee but for such absence. If such hours cannot be determined, the
Employee shall be credited with eight Hours of Service for each day that the
Employee is absent for maternity or paternity reasons. For purposes of this
Section 1.4, an absence from work for maternity for paternity reasons means an
absence for:
1.4.1.1 the Employee's pregnancy,
1.4.1.2 the birth of the Employee's child,
1.4.1.3 the adoption of a child by the
Employee, or
1.4.1.4 the Employee's caring for a child for
a period beginning immediately
following such a birth or adoption.
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The total number of Hours of Service credited for maternity or paternity
reasons shall not exceed 501.
1.4.2 If a Participant incurs five consecutive one-year
Breaks-in-Service and is thereafter reemployed by the Company, then the
12-consecutive month period used to determine a Break-in-Service shall be
measured from his reemployment date.
1.5 "Campbell" means Campbell Soup Company.
1.6 "Campbell Stock" means the shares of capital stock
issued by Campbell.
1.7 "Campbell Soup Company Stock Fund" means the Investment
Fund consisting of Campbell Stock and short-term liquid investments necessary
to satisfy the Fund's cash needs for transfers and payments. Such Fund shall,
from time to time, also include receivables for dividends or Campbell Stock
sold and payables for Campbell Stock purchased.
1.8 "Code" means the Internal Revenue Code of 1986, as
amended.
1.9 "Company" means Campbell and:
1.9.1 any other employer included with Campbell in a
controlled group of corporations or trades or businesses within the meaning of
section 414(b) or section 414(c) of the Code, or an affiliated service group
within the meaning of section 414(m) of the Code; and
1.9.2 any other entity required to be aggregated with
Campbell pursuant to regulations under section 414(o) of the Code;
provided that any such employer shall be included within the term "Company"
only while a member of such a group including Campbell.
1.10 "Compensation" means all compensation paid to an
Employee, including any compensation awards under Campbell Soup Company
Management Worldwide Incentive Plan that are not deferred (as well as awards
under the extra seasonal compensation program of Vlasic Foods, Inc. and the
Incentive programs for salespersons of Campbell Sales Company, Mrs. Paul's
Kitchens, Inc., Pepperidge Farm, Incorporated, Vlasic Foods, Inc. and such
other Participating Employers as approved by the President of Campbell Soup
Company), and including Before-Tax Contributions and
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contributions made on behalf of an Employee to a Company plan under Code
section 125, but excluding:
1.10.1 any compensation awarded under any bonus or
management incentive plan of the Company other than those specifically listed
in this Section 1.10;
1.10.2 any awards of compensation under the Campbell Soup
Company Management Worldwide Incentive Plan that are deferred;
1.10.3 any income attributable to awards of restricted
stock or the exercise of stock options or related stock appreciation rights;
and
1.10.4 any awards, prizes, gifts, cost of living or tax
allowances, transfer expenses, income protection payments, mortgage interest
differential payments, long-term disability payments, tuition aid, adoption
allowances, and other amounts that receive special tax benefits.
Annual Compensation in excess of the limit prescribed in Code section
401(a)(17) (as may from time to time be adjusted by the U.S. Secretary of
Treasury or his delegate) shall not be taken into account in the Plan. For
purposes of applying the Code section 401(a)(17) limit, the Compensation of a
Highly Compensated Employee shall include the Compensation of a family member
who is his spouse or his lineal descendant who has not reached age 19 at the
close of the Plan Year.
1.11 "Contributions" means the amounts contributed for
allocation to Participants' Individual Accounts as follows:
1.11.1 "Matching Company Contributions" means the
contributions made by the Company that match Basic Contributions and that are
equal to 50% of the Basic Contributions per pay period, plus any Additional
Matching Company Contributions that may be made at the Company's discretion
under Section 3.1.2.2.
1.11.2 "Basic Contributions" means the sum of Basic
Before-Tax Contributions and Basic After-Tax Contributions.
1.11.3 "Basic Before-Tax Contributions" means the
before-tax contributions made under Section 3.1 through salary deferral
pursuant to Code section 401(k) to the extent such contributions, do not, as to
any Employee, for any pay period, exceed 5% of his Compensation.
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1.11.4 "Basic After-Tax Contributions" means the
after-tax contributions made by a Participant under Section 3.2 to the extent
that such contributions, do not, as to any Employee, for any pay period, exceed
5% of his Compensation, less any Basic Before-Tax Contributions.
1.11.5 "Additional Contributions" means the sum of
Additional Before-Tax Contributions and Additional After-Tax Contributions.
1.11.6 "Additional Before-Tax Contributions" means the
before-tax contributions made under Section 3.1 through salary deferral
pursuant to Code section 401(k) to the extent such contributions exceed, as to
any Employee, for any pay period, his Basic Before-Tax Contribution.
1.11.7 "Additional After-Tax Contributions" means the
after-tax contributions made by a Participant under Section 3.2 to the extent
such contributions exceed, as to any Employee, for any pay period, his Basic
After-Tax Contributions.
1.11.8 "Before-Tax Contributions" means the sum of Basic
Before-Tax Contributions and Additional Before-Tax Contributions.
1.11.9 "After-Tax Contributions" means the sum of Basic
After-Tax Contributions and Additional After-Tax Contributions.
1.11.10 "Rollover Contributions" means the contributions
made by a Participant under Section 3.3, which constitute the Participant's
qualifying distribution from a tax-qualified retirement plan of another
employer.
1.11.11 "Affiliate Plan Contributions" means the
contributions made under Section 3.4 from the Previous Plan or any other
qualifying plan of a Company, other than this Plan.
1.11.12 "Discretionary Company Contributions" means the
Contributions that may be authorized by the Board of Directors to the
Individual Accounts of Participants other than those of the Highly Compensated
Employees in order to avoid a violation of the Deferral Percentage or
Contribution Percentage tests as described in Sections 3.6 and 3.7. Such a
Contribution shall be provided by the Company without regard to any salary
reduction agreement but shall be treated as Before-Tax Contributions.
1.12 "Disability" means the inability of a Participant to
perform the duties of any available position of the Company because of bodily
injury or illness that is
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<PAGE> 12
expected to result in death or to be of long, continued and indefinite
duration. The determination of whether a Participant is disabled shall be made
by the Administrative Committee, which may request medical evidence of such
disability.
1.13 "Effective Date" means April 1, 1988. The effective date
of this amendment and restatement of the Plan is April 1, 1994, except as
otherwise specifically stated herein.
1.14 "Employee" means an individual who:
1.14.1 is employed by the Company in a salaried position;
1.14.2 works at a location approved by the Board of
Directors or the President of Campbell; and
1.14.3 is scheduled to have not less than 1,000 Hours of
Service in any 12 consecutive month period commencing on his date of employment
or anniversary thereof, or in fact has 1,000 Hours of Service during such 12
consecutive month period.
1.15 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.
1.16 "Excess Aggregate Contributions" means that amount of
Company Matching Contributions and After-Tax Contributions made by, or on
behalf of, a Participant for a Plan Year that exceeds the limitation on Company
Matching Contributions and After-Tax Contributions set forth in Section 3.7.
1.17 "Excess Contributions" means that amount of a
Participant's Before-Tax Contributions for a Plan Year that exceeds the
limitation on Before-Tax Contributions under Section 3.6.
1.18 "Family Member" means an Employee who is a family member
(as defined in section 414(q)(6) of the Code) of a Highly Compensated Employee
who is:
1.18.1 a Five-Percent Owner; or
1.18.2 one of the 10 Highly Compensated Employees paid
the greatest Compensation during the Plan Year.
1.19 "Five-Percent Owner" means any Employee who owns (or is
considered as owning, within the meaning of section 318 of the Code) more than
5% of
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<PAGE> 13
the outstanding stock of any Participating Employer or stock possessing more
than 5% of the total combined voting power of all stock of any Participating
Employer. For purposes of this Section 1.19, section 318(a)(2)(C) of the Code
shall be applied by substituting "5%" for "50%" each time it appears therein.
1.20 "Highly Compensated Employee" means any Employee who,
during the current Plan Year or immediately preceding Plan Year:
1.20.1 is at any time a Five-Percent Owner;
1.20.2 receives Compensation from the Employer in excess
of $75,000 (as adjusted under section 414(q) of the Code);
1.20.3 receives Compensation from the Employer in excess
of $50,000 (as adjusted under section 414(q) of the Code) and is in the group
consisting of the top 20% of Employees (excluding, solely for purposes of
determining the number of Employees in the top 20%, employees described in
section 414(q)(8) of the Code) when ranked on the basis of Compensation paid
during such Plan Year; or
1.20.4 is an officer of the Employer who receives
Compensation greater than 50% of the amount in effect under section
415(b)(1)(A) of the Code for such Plan Year; provided that in no event shall
the number of individuals treated as officers exceed 50 employees, or, if it
would result in a smaller number of officers, the greater of three employees or
10% of the total number of employees.
For purposes of determining the number of officers taken into account under
Section 1.20.4, (a) if more than the maximum number of employees who may be
treated as officers are officers, only those officers who had the largest
annual Compensation in any one of the five preceding Plan Years shall be
treated as officers, and (b) employees described in section 414(q)(8) of the
Code shall be excluded.
An Employee who is not described in Sections 1.20.2, 1.20.3, or 1.20.4 for the
Plan Year prior to the Plan Year of determination, shall not be treated as
being described in Sections 1.20.2, 1.20.3 or 1.20.4 for the Plan Year of
determination, unless such Employee is a member of the group consisting of the
100 Employees paid the greatest Compensation during the Plan Year for which
such determination is being made. A former Employee (including an Employee who
performs no services for the Employer during the Plan Year) shall be treated as
a Highly Compensated Employee if he was (or would have been, had this Section
1.20 been applicable) described in this Section 1.20 during the last Plan Year
he performed any services for the Employer or in any Plan Year ending on or
after the date he reached age 55.
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<PAGE> 14
1.21 "Hour of Service" means each hour for which:
1.21.1 an Employee is directly or indirectly paid or
entitled to payment by the Company for the performance of duties;
1.21.2 an Employee is paid, or entitled to payment,
directly or indirectly, by the Company on account of a period of time during
which no duties are performed due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or leave of absence;
1.21.3 back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Company; provided that the same Hour of
Service shall not be credited both under 1.21.1 and 1.21.2, as the case may be,
and hereunder, and further provided that the crediting of Hours of Service for
back pay with respect to hours described in 1.21.2 shall be subject to the
limitations set forth therein; and
1.21.4 an Employee is directly or indirectly compensated
by, or performs duties for, the Company, and each hour during the customary
period of work when such an Employee is
1.21.4.1 laid off for a temporary period (even
if of indefinite duration) provided
that the Employee returns to
employment with the Company;
1.21.4.2 sick;
1.21.4.3 on a Leave of Absence;
1.21.4.4 on disability leave; or
1.21.4.5 on jury or military duty, provided
that no hour credited under sections
1.21.4.1 through 1.21.4.4 shall also
be credited hereunder.
The determination of Hours of Service for reasons other than the
performance of duties and the crediting of Hours of Service to the appropriate
periods shall be effected by the Administrative Committee on a basis consistent
with 29 C.F.R. Section 2530.200b-2(b) and (c).
Notwithstanding the preceding provisions, a regular full-time
Employee (one who is regularly scheduled to work at least 37 hours per calendar
week) shall be
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<PAGE> 15
credited with 190 Hours of Service (and no more than 190 Hours of Service) for
each calendar month in which he completes at least one Hour of Service. A
part-time Employee shall be credited only with his actual number of Hours of
Service.
1.22 "Individual Accounts" means each of the following
accounts maintained by the Administrative Committee showing the interests in
the Trust of each Participant and Beneficiary:
1.22.1 "Matching Company Contributions Account" means the
account containing Matching Company Contributions and Affiliate Plan
Contributions, as defined in Section 1.11.11, together with allocable gains or
losses;
1.22.2 "Before-Tax Account" means the account containing
Before-Tax Contributions and Discretionary Company Contributions, together with
allocable gains or losses;
1.22.3 "Pre-1987 Participant After-Tax Account" means the
account containing the Participant's Affiliate Plan Contributions credited
before 1987, together with allocable gains or losses;
1.22.4 "Post-1986 Participant After-Tax Account" means
the account containing After-Tax Contributions and the Participant's Affiliate
Plan Contributions credited after 1986, together with allocable gains or
losses; and
1.22.5 "Rollover Account" means the account containing
Rollover Contributions, together with allocable gains or losses.
1.23 "Investment Funds" means the Campbell Soup Company Stock
Fund and the other funds that are maintained in the Trust Agreement and listed
in Schedule C thereto. The Administrative Committee may add or change types of
Investment Funds from time to time and at any time.
1.24 "Leased Employee" means an individual deemed to be a
leased employee under section 414(n)(2) of the Code.
1.25 "Leave of Absence" means any period of absence from
service authorized by the Company.
1.26 "Limitation Year" means the calendar year and is used in
applying Code section 415.
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<PAGE> 16
1.27 "Non-Highly Compensated Employee" means an Employee who
is not a Highly Compensated Employee.
1.28 "Normal Retirement Age" means age 65.
1.29 "Normal Retirement Date" means the first day of the month
coincident with or next following the Participant's 65th birthday.
1.30 "Participant" means any Employee who meets the
requirements for participation in the Plan as provided in Article II. An
individual who qualifies as a Participant shall continue to be a Participant
until all benefits due him under the Plan have been paid.
1.31 "Participating Employer" means a Company that is
authorized by the Board of Directors or by the President of Campbell to
participate in the Plan and has adopted the Plan. The list of Participating
Employers authorized to participate in the Plan is set forth in Appendix A.
1.32 "Plan" means the Campbell Soup Company Savings and 401(k)
Plan For Salaried Employees.
1.33 "Plan Year" means the 12-month period ending December 31.
1.34 "Previous Plan" means the Campbell Soup Company Employee
Savings and Stock Bonus Plan.
1.35 "Trust" means the Campbell Soup Savings and 401(k) Plan
Master Trust, effective April 1, 1994, created by the Trust Agreement entered
into between Campbell and the Trustee.
1.36 "Trust Agreement" means the agreement between Campbell
and the Trustee or any successor Trustee establishing the Trust and specifying
the duties of the Trustee respect to controlling and managing the Trust Assets,
as amended.
1.37 "Trust Assets" means the assets held in Trust for the
benefit of Participants and their Beneficiaries.
1.38 "Trustee" means Fidelity Management Trust Company, a
Massachusetts trust company, or any successor thereto.
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<PAGE> 17
1.39 "Valuation Date" means the date on which Trust Assets
are valued, as determined by the Administrative Committee, which shall be each
day that the New York Stock Exchange is open for business.
1.40 "Year of Service" means any 12-consecutive month period
measured from the date an employee first completes an Hour of Service, or an
anniversary thereof, in which an employee of the Company has at least 1,000
Hours of Service. If an employee separates from service with the Company
before completing a Year of Service, or if a Participant incurs five (5)
consecutive one-year Breaks-in-Service, and is subsequently reemployed, then
his 12-consecutive month period shall be measured from his reemployment date.
Campbell may specify whether and to what extent service with a
predecessor company that has been acquired by Campbell or from which a plant or
business has been acquired, shall be deemed to be includible as Years of
Service for purposes of the Plan to the extent not inconsistent with ERISA.
Service that has been determined to be includible as Years of Service is set
forth in Appendix A.
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<PAGE> 18
ARTICLE II
ELIGIBILITY, PARTICIPATION AND VESTING
2.1 Eligibility. Each Employee is eligible to enroll in the
Plan and shall remain eligible to participate until he ceases to be an
Employee. Leased Employees are not eligible to participate in the Plan.
2.2 Participation. An Employee who is eligible to enroll as
a Participant in the Plan may do so by giving notice to the Participating
Employer, for which he is employed or its delegate (that may be the Trustee),
by the method required by the Administrative Committee authorizing
Contributions to the Plan. The Participating Employer shall begin payroll
deductions not later than 30 days after its receipt of notice of enrollment.
2.3 Vesting.
2.3.1 Vesting in Individual Accounts. A Participant
shall be 100% vested in his Individual Accounts, except for the Matching
Company Contributions Account, which shall vest in accordance with the
following schedule:
<TABLE>
<CAPTION>
Completed Years of Service Vested percentage
-------------------------- -----------------
<S> <C>
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years 100%
</TABLE>
2.3.2 Computation of Years of Service. For purposes of
determining a Participant's vested percentage, Years of Service shall be
calculated in the following manner:
2.3.2.1 Participation Beginning Prior to July
1, 1994. For an Employee who first becomes a Participant in the Plan prior to
July 1, 1994, all of the Participant's Years of Service, whether or not
interrupted by a Break-in-Service, shall be taken into account.
2.3.2.2 Participation Beginning on or After
July 1, 1994. For an Employee who first becomes a Participant in the Plan on
or after
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<PAGE> 19
July 1, 1994, Years of Service credited before a Break-in-Service shall be
taken into account, with the following exceptions:
2.3.2.2.1 General Rule - Prior Service Not
Counted After Five Breaks-in-Service. Years of Service credited to a
Participant before a Break-in-Service shall not be taken into account in
determining his vested percentage in Matching Employer Contributions credited
to his Individual Accounts after the Break-in-Service if the Participant has
incurred five (5) or more consecutive Breaks-in-Service.
2.3.2.2.2 Special Rule - Prior Service
Counted When Greater Than Breaks-in-Service. If the number of a Participant's
Years of Service before five (5) or more consecutive Breaks-in-Service exceeds
the number of consecutive years of Breaks-in-Service, the Participant's Years
of Service credited before such Breaks-in-Service shall be taken into account
in determining his vested percentage in Matching Employer Contributions
credited to his Individual Accounts after the Break-in-Service.
2.3.3 Vesting in Matching Company Contributions Account.
2.3.3.1 Any Participant who was an active
participant in the Previous Plan and who became a Participant in the Plan on
the Effective Date shall be 100% vested in his Matching Company Contributions
Account.
2.3.3.2 Any Participant who reaches Normal
Retirement Age while employed by the Company or whose employment with the
Company terminates because of death or Disability shall be 100% vested in his
Matching Company Contributions Account.
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<PAGE> 20
ARTICLE III
CONTRIBUTIONS
3.1 Company Contributions.
3.1.1 Nondiscretionary Contributions. The Company
shall, for a Plan Year, contribute the following amounts:
3.1.1.1 Matching Company Contributions. For
each Participant who has one Year of Service or more, an amount equal to 50% of
such Participant's Basic Contributions per pay period shall be contributed and
allocated, no less frequently than monthly, to the Matching Company
Contributions Account, beginning in the first full month after the Participant
has one Year of Service.
3.1.1.2 Basic Before-Tax Contributions. For
each Participant, an amount determined in accordance with such Participant's
Basic Before-Tax Contributions election under Section 3.1.3 shall be
contributed and allocated, no less frequently than monthly, to the
Participant's Before-Tax Contributions Account.
3.1.1.3 Additional Before-Tax Contributions.
For each Participant, an amount determined in accordance with such
Participant's Additional Before-Tax Contributions election under Section 3.1.3
shall be contributed and allocated, no less frequently than monthly, to the
Participant's Before-Tax Contributions Account.
3.1.2 Discretionary Contributions. The Company may
contribute the following amounts:
3.1.2.1 Company Contributions. For a Plan
Year, an amount authorized by the Board of Directors to the Individual Accounts
of Participants, other than Highly Compensated Employees, in order to avoid a
violation of the Deferral Percentage or Contribution Percentage tests. Such
contributions shall be made by the Company without regard to any salary
reduction agreement but shall be treated as Before-Tax Contributions.
3.1.2.2 Additional Matching Company
Contributions. For the Company's fiscal year, an amount authorized by the
Compensation and Organization Committee of the Board of Directors for each
Participant who:
3.1.2.2.1 Received a Matching Company
Contribution with respect to the Company's fiscal year; and
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<PAGE> 21
3.1.2.2.2 who was a Participant during the
current Plan Year on July 31 of that year, or who was not employed by the
Company on July 31 because of death, Disability or retirement.
The Additional Matching Company Contributions shall be a
percentage of such Participant's Basic Contributions with respect to the
Company's fiscal year. Additional Matching Company Contributions shall be made
by the Company, shall be invested in the Campbell Soup Company Stock Fund, and
shall be allocated to the Participant's Matching Company Contributions Account.
Additional Matching Company Contributions, if any, shall be made within 120
days after the end of the fiscal year ending within the Plan Year and shall not
exceed an amount equal to 100% of such Participant's Basic Contributions with
respect to the Company's fiscal year.
3.1.3 Participant's Before-Tax Elections. At the time
an Employee becomes a Participant and at such other time or times authorized by
the Administrative Committee thereafter, a Participant may, within the time
period prescribed in Section 2.2, enter into a salary deferral agreement with
the Company in which he elects to defer on a before-tax basis a portion of his
Compensation, provided that:
3.1.3.1 The Administrative Committee may
require such contributions to be in whole dollars or a whole percentage of his
Compensation;
3.1.3.2 Such deferral meets the deferral
percentage test in Section 3.6; otherwise the Administrative Committee may
modify the deferral in order to meet such test;
3.1.3.3 Such deferral cannot exceed for any
tax year the maximum limit prescribed in Code section 402(g), as adjusted;
3.1.3.4 The Administrative Committee may
establish a maximum limit for the number of times that a Participant may change
his salary deferral election during a Plan Year and may also prohibit Highly
Compensated Employees from making any changes to their salary deferral
elections during the last three months of the Plan Year;
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<PAGE> 22
3.1.3.5 The Administrative Committee may
establish a maximum deferral for any Plan Year; and
3.1.3.6 The Before-Tax Contributions made by
a Participant cannot exceed 10% of his Compensation per pay period.
A salary deferral agreement shall be entered into in a manner
that the Administrative Committee may prescribe, and shall remain in effect
until modified or terminated, provided that changes, suspensions or
discontinuance of salary deferrals may be made by the Participant during a Plan
Year in accordance with Section 3.10, but shall be made by the Administrative
Committee if required under Section 3.5, 3.6 or 3.7 or if the Company's
deduction limits under Code section 404(a) would otherwise be exceeded, or if
the annual addition limitations under Code section 415 would otherwise be
exceeded as to any Participant.
3.2 Participant's After-Tax Contributions. At the time an
Employee becomes a Participant and at such other time or times authorized by
the Administrative Committee, the Participant may, through payroll deduction,
elect to make After-Tax Contributions on an after-tax basis, provided:
3.2.1 The Administrative Committee may require such
contributions to be in whole dollars or a whole percentage of his Compensation;
3.2.2 Such contributions must meet the contribution
percentage test in Section 3.7; otherwise, the Administrative Committee may
require modifications in order to meet such test; and
3.2.3 The total of After-Tax Contributions made by a
Participant when combined with Before-Tax Contributions cannot exceed 15% of
his Compensation per pay period, and provided that in no event may a
Participant's After-Tax Contributions exceed 10% of his Compensation.
An election to make such contributions shall be made in such a
manner and at such times as the Administrative Committee may prescribe and
shall remain in effect until modified or terminated, provided that changes,
suspensions or discontinuance of contributions may be made by the Participant
during a Plan Year in accordance with Section 3.10, but shall be made by the
Administrative Committee if required under Section 3.7, or if the annual
addition limitations under Code section 415 would otherwise be exceeded as to
any Participant.
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<PAGE> 23
3.3 Rollover Contributions. When an Employee becomes, or is
expected to become, a Participant, he may, subject to the Administrative
Committee's discretion described below, contribute to the Plan any qualifying
distribution he has received, or which is available to him, from another
tax-qualified retirement plan, including an eligible rollover distribution, as
defined in Code section 402(c)(4). Such contribution must be a "rollover"
contribution in accordance with Code section 402 and shall only be made as
determined by the Administrative Committee. Such contribution shall be
allocated to a Participant's Rollover Account. The Administrative Committee
shall have the discretion not to accept any transfer if such amount is subject
to the qualified joint and survivor annuity requirements of Code section
401(a)(11).
3.4 Affiliate Plan Contributions. Participants' accounts in
the Previous Plan were transferred to the Plan when the Participants first
became eligible to participate in the Plan. A Participant who has accounts in
any qualified plan maintained by an Affiliate may make a contribution of such
accounts in a direct trust-to-trust transfer on dates determined by the
Administrative Committee. The Administrative Committee shall have the ability
and discretion to transfer such accounts without the consent of such
Participants. Such contribution shall be allocated as appropriate to the
Participant's Matching Company Contributions Account, Pre-1987 Participant
After-Tax Account or Post-1986 Participant After-Tax Account. The
Administrative Committee shall have the discretion not to accept any transfer
if such amount is subject to the qualified joint and survivor annuity
requirements of Code section 401(a)(11).
3.5 Maximum Amount of Before-Tax Contributions. If a
Participant's Before-Tax Contributions exceed the $7,000 limit in Code
section 402(g), as adjusted annually, for the taxable year of the Participant,
the excess contributions, plus earnings thereon, shall be distributed to the
Participant. If the Participant also participates in another elective deferral
program (within the meaning of Code section 402(g)(3)) and if, when aggregating
all such deferrals, there is an excess of deferral contributions under the Code
section 402(g) limitation, the Participant shall, no later than March 1st
following the close of his taxable year, notify the Administrative Committee as
to the amount to be allocated to the Plan and such excess so allocated, plus
allocable earnings, shall be distributed to the Participant. Any distribution
under this Section 3.5 shall be made to the Participant no later than the April
15th immediately following the close of the Participant's taxable year for
which such contributions were made. Distribution of excess contributions under
this Section 3.5 shall be made in accordance with Treasury Regulation Section
1.402(g)-1.
3.6 Limitation on Before-Tax Contributions - Code Section
401(k).
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<PAGE> 24
3.6.1 Notwithstanding Section 3.1.3, the elections by
Participants under Section 3.1 shall be limited as provided in section 401(k)
of the Code, so that the "average deferral percentage," as defined in Section
3.6.2, for the eligible Highly Compensated Employees, shall bear a relationship
to the "average deferral percentage" for the eligible Non-Highly Compensated
Employees that meets one of the alternative tests described in section 401(k)
of the Code and summarized below, as the Administrative Committee shall
determine for such Plan Year:
3.6.1.1 the average deferral percentage for
the eligible Highly Compensated Employees shall not
exceed 125% of the average deferral percentage for the
eligible Non-Highly Compensated Employees; or
3.6.1.2 the average deferral percentage for
the eligible Highly Compensated Employees shall not
exceed the lesser of:
(i) 200% of the average deferral
percentage for the eligible Non-Highly Compensated
Employees, or
(ii) the average deferral percentage for
the eligible Non-Highly Compensated Employees plus
two percentage points.
3.6.2 The term "average deferral percentage" means the
average of each eligible Employee's actual deferral percentage which is equal
to the following ratio:
3.6.2.1 the amount of each eligible Employee's
Before-Tax Contributions payable to the Trust on behalf
of such Employee for the Plan Year, to
3.6.2.2 the Employee's Compensation, as
defined in section 415(c)(3) of the Code, for the Plan
Year.
3.6.3 Family Aggregation. The actual deferral
percentage of a Highly Compensated Employee who has any Family Members who are
eligible to participate shall be determined by combining the Before-Tax
Contributions, amounts treated as Before-Tax Contributions and Compensation of
all eligible Highly Compensated Employees and Family Members.
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<PAGE> 25
3.6.4 Treatment of Excess Contributions. If neither test described
in Section 3.6.1 is met, or in the Administrative Committee's opinion will be
met, the Administrative Committee, at its discretion, shall:
3.6.4.1 direct that the amount of future
Before-Tax Contributions under Section 3.1.3 by the
Highly Compensated Employees be reduced by any reasonable
method, including first reducing the Before-Tax
Contributions by those Highly Compensated Employees
contributing the greatest percentage of their
Compensation to the next highest percentage, then
reducing the Before-Tax Contributions by all Highly
Compensated Employees contributing at the highest
remaining percentage, including those subject to previous
reductions, and continuing to apply the same reduction to
the extent necessary to meet one of the tests; or
3.6.4.2 cause the Excess Contributions,
adjusted for any income or loss, to be distributed to the
Highly Compensated Employees on whose behalf such Excess
Contributions were made within two and one-half months
after the end of the Plan Year for which they were
allocated; or
3.6.4.3 recharacterize the Excess
Contributions as After-Tax Contributions.
3.6.5 Determination of Amount of Excess Contributions.
The amount of a Highly Compensated Employee's Excess Contributions for a Plan
Year is the amount necessary to reduce the amount of his Before-Tax
Contributions to a maximum adjusted percentage, which shall be the highest
percentage that would cause one of the tests in Section 3.6.1 to be met if each
such Highly Compensated Employee who had an actual deferral percentage greater
than the maximum adjusted percentage had, instead, such lower percentage. The
Before-Tax Contributions of the Highly Compensated Employees shall be adjusted
in order, beginning with the Highly Compensated Employee(s) with the highest
actual deferral percentage(s).
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<PAGE> 26
3.6.6 Determination of Income or Loss. The income or
loss allocable to Excess Contributions shall be determined by multiplying the
income or loss allocable to the Participant's Before-Tax Contributions for the
Plan Year calculated for such Plan Year by a fraction. The numerator of the
fraction is such Participant's Excess Contributions for such Plan Year and the
denominator is the sum of (i) the Participant's total Account balance
attributable to Before-Tax Contributions and amounts treated as Before-Tax
Contributions as of the beginning of the Plan Year, plus (ii) the Participant's
Before-Tax Contributions and amounts treated as Before-Tax Contributions for
the Plan Year.
3.6.7 Family Aggregation. In the case of a Highly
Compensated Employee whose actual deferral percentage is determined under
Section 3.6.3, the determination of the amount of Excess Contributions shall be
made by reducing his actual deferral percentage as required under Section 3.4.5
and allocating the Excess Contributions for the Highly Compensated Employee and
his Family Members among each such Employee in proportion to his Before-Tax
Contributions.
3.7 Limitation on Matching Company Contributions and
After-Tax Contributions - Code Section 401(m).
3.7.1 Notwithstanding Section 3.2, Company Matching and
After-tax Contributions shall be limited as provided in section 401(m) of the
Code, so that the "average contribution percentage," as defined in Section
3.7.2, for the eligible Highly Compensated Employees shall bear a relationship
to the "average contribution percentage" for the eligible Non-Highly
Compensated Employees that meets one of the alternative tests described in
section 401(m) of the Code and summarized below, as the Administrative
Committee shall determine for such Plan Year:
3.7.1.1 the average contribution percentage
for the eligible Highly Compensated Employees shall not
exceed 125% of the average contribution percentage for
the eligible Non-Highly Compensated Employees; or
3.7.1.2 the average contribution percentage
for the eligible Highly Compensated Employees shall not
exceed the lesser of:
(i) 200% of the average contribution
percentage for the eligible Non-Highly Compensated
Employees, or
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<PAGE> 27
(ii) the average contribution percentage
for the eligible Non-Highly Compensated Employees
plus two percentage points.
3.7.2 The term "average contribution percentage" means
the average of each eligible Employee's actual contribution percentage which is
equal to the following ratio:
3.7.2.1 the amount of the Company Matching and
After-Tax Contribution made on behalf of each eligible
Employee for the Plan Year, to
3.7.2.2 the Employee's Compensation, as
defined in section 415(c)(3) of the Code, for the Plan
Year.
For the Plan Year in which an Employee becomes eligible, resumes eligibility or
ceases to be eligible to receive Company Matching Contributions or make
After-Tax Contributions, the only Compensation that shall be taken into account
is that which is, or but for the Employee's election under Section 3.1.3 would
be, received by the Employee while he is eligible to participate.
3.7.3 Family Aggregation. The actual contribution
percentage of a Highly Compensated Employee who has any Family Members who are
eligible to participate shall be determined by combining the Company Matching
Contributions, After-Tax Contributions, amounts treated as Company Matching
Contributions and Compensation of all eligible Highly Compensated Employees and
Family Members.
3.7.4 Treatment of Excess Aggregate Contributions. If
neither test described in Section 3.7.1 is met, or in the Committee's opinion
will be met, the Committee, at its discretion, shall:
3.7.4.1 direct that the amount of future
After-Tax Contributions be reduced by any reasonable
method, including first reducing the After-Tax
Contributions on behalf of those Highly Compensated
Employees having the greatest actual contribution
percentage under Section 3.7.2 to the next highest
percentage, then reducing the After-Tax Contributions by
all Highly Compensated Employees having the highest
remaining percentage, including those subject to previous
reductions, and continuing to apply the same reduction to
the extent necessary to meet one of the tests; or
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3.7.4.2 cause Excess Aggregate Contributions,
adjusted for income or loss thereon, to be forfeited, if
otherwise forfeitable under the terms of the Plan, or if
not forfeitable, to be distributed as additional
Compensation to Participants on whose behalf the Excess
Aggregate Contributions were contributed within two and
one-half months after the end of the Plan Year for which
they were contributed.
3.7.5 Determination of Amount of Excess Aggregate
Contributions. The amount of a Highly Compensated Employee's Excess Aggregate
Contributions for a Plan Year is the amount necessary to reduce the amount of
his Company Matching and After-Tax Contributions to a maximum adjusted
percentage, which shall be the highest percentage that would cause one of the
tests in Section 3.7.1 to be met if each such Highly Compensated Employee who
had an actual contribution percentage greater than the maximum adjusted
percentage had, instead, such lower percentage. The Company Matching and
After-Tax Contributions of the Highly Compensated Employees shall be adjusted
in order, beginning with the Highly Compensated Employee(s) with the highest
actual contribution percentage(s).
3.7.6 Determination of Income or Loss. The income or
loss allocable to Excess Aggregate Contributions shall be determined by
multiplying the income or loss allocable to the Participant's Company Matching
and After-Tax Contributions for the Plan Year calculated for such Plan Year by
a fraction. The numerator of the fraction is such Participant's Excess
Aggregate Contributions for such Plan Year and the denominator is the sum of
(i) the Participant's total Account balance attributable to Company Matching
and After-Tax Contributions and amounts treated as Matching Contributions as of
the beginning of the Plan Year, plus (ii) the Participant's Company Matching
and After-Tax Contributions and amounts treated as Company Matching
Contributions for the Plan Year.
3.7.7 Family Aggregation. In the case of a Highly
Compensated Employee whose actual contribution percentage is determined under
Section 3.7.3, the determination of the amount of Excess Aggregate
Contributions shall be made by reducing his actual contribution percentage as
required under Section 3.7.5 and allocating the Excess Aggregate Contributions
for the Highly Compensated Employee and his Family Members among each such
Employee in proportion to his Company Matching and After-Tax Contributions.
3.8 Aggregate Limitation on Before-Tax Contributions and
Company Matching and After-Tax Contributions. The limitation on Before-Tax
Contributions under Section 3.6 or the limitation on Company Matching and
After-Tax Contributions
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under Section 3.7 shall be reduced, as determined by the Committee, to the
extent necessary so that the sum of the average deferral percentage (as
determined under Section 3.6.2) and the average contribution percentage (as
determined under Section 3.7.2), for the eligible Highly Compensated Employees
during the Plan Year does not exceed the "aggregate limit" on Before-Tax
Contributions and Company Matching and After-Tax Contributions determined under
this Section 3.6. The "aggregate limit" shall be the greater of:
3.8.1 the sum of:
3.8.1.1 125% of the greater of:
(i) the average deferral percentage of the
eligible Non-Highly Compensated Employees as determined
under Section 3.6.2 for the Plan Year, or
(ii) the average contribution percentage of the
eligible Non-Highly Compensated Employees as determined
under Section 3.7.2 for the Plan Year, and
3.8.1.2 two plus the lesser of the amount
determined under subsection (i) or (ii) immediately
above, but not more than 200% of such lesser amount; or
3.8.2 the sum of:
3.8.2.1 125% of the lesser of:
(i) the average deferral percentage of the
eligible Non-Highly Compensated Employees as determined
under Section 3.6.2 for the Plan Year, or
(ii) the average contribution percentage of the
eligible Non-Highly Compensated Employees as determined
under Section 3.7.2 for the Plan Year, and
3.8.2.2 two plus the greater of the amount
determined under subsection (i) or subsection (ii)
immediately above, but not more than 200% of such greater
amount.
3.9 Plan Aggregation; Special Rule.
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3.9.1 The actual deferral percentage under Section 3.6.2
and the actual contribution percentage under Section 3.7.2 for an eligible
Employee who is a Highly Compensated Employee for the Plan Year and who is
eligible to have Before-Tax Contributions, Company Matching Contributions or
After-Tax Contributions allocated to his accounts under two or more plans
described in section 401(a) or arrangements described in section 401(k) of the
Code that are maintained by the Employer, shall be determined as if all such
Before-Tax Contributions, Company Matching Contributions and After-Tax
Contributions were made under a single arrangement.
3.9.2 For purposes of satisfying the limitation on
Before-Tax Contributions of Section 3.6 and the limitation on Matching and
After-Tax Contributions of Section 3.7, in the event that this Plan satisfies
the requirements of section 410(b) of the Code only if aggregated with one or
more other plans, or if one or more other plans satisfy the requirements of
section 410(b) of the Code only if aggregated with this Plan, then actual
deferral percentages under Section 3.6.2 and actual contribution percentages
under Section 3.7.2 of eligible Employees shall be determined as if all such
plans were a single plan.
3.9.3 The determination and treatment of the actual
deferral percentage and the actual contribution percentage of any Participant
shall satisfy such other requirements as may be prescribed by the Secretary of
the Treasury.
3.10 Changes or Suspension of Contributions. A Participant
may change his Basic and Additional Contributions in the manner prescribed by
the Administrative Committee. A Participant may suspend his Basic and
Additional Contributions, or only his Additional Contributions, provided the
Participant gives notice in the manner and time prescribed by the
Administrative Committee. A Participant may resume contributions at any time
that is at least six months following a suspension by giving notice in the
manner and time prescribed by the Administrative Committee. Effective January
1, 1995, however, a Participant may resume contributions at any time following
a suspension by giving notice in the manner and time prescribed by the
Administrative Committee.
3.11 Contributions Returnable to the Company. Matching
Company Contributions, Additional Matching Company Contributions and
Participant Before-Tax Contributions to the Trust Fund may be refunded to the
Company, to the extent such refunds do not, in themselves, deprive the Plan of
its qualified status, under the following circumstances and subject to the
following limitations:
3.11.1 Disallowance of Deduction. To the extent that a
Federal income tax deduction is claimed by the Company and is disallowed by the
Internal
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Revenue Service for any Contribution made by the Company, the Trustee shall
refund to the Company the amount so disallowed, upon presentation of evidence
of disallowance and a demand by the Company for such refund. Demand and
repayment must be effectuated within one (1) year after the date of
disallowance. Income and gains attributable to the excess contribution in the
case of a mistake of fact or a disallowed deduction may not be recovered by the
Participating Employer. Losses attributable to such contribution shall reduce
the amount the Participating Employer may recover.
3.11.2 Mistake of Fact. In the case of Matching Company
Contributions or Before-Tax Contributions which are made, in whole or in part,
by, reason of a mistake of fact (as for example, incorrect information as to
the eligibility or Compensation of a Participant, or a mathematical error), so
much of such contributions as is attributable to the mistake of fact shall be
returned to the Company on demand, upon presentation to the Trustee of evidence
of the mistake of fact and calculations as to the impact of such mistake.
Demand and repayment must be effectuated within one (1) year after the date of
payment of the Matching Company Contributions or Before-Tax Contributions to
which the mistake applies.
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ARTICLE IV
INDIVIDUAL ACCOUNTS
4.1 Establishment of Individual Accounts. The Administrative
Committee shall maintain or cause to be maintained adequate records to reflect
at all times the interest in the Trust Fund of each Participant. Such records
shall be in the form of separate Individual Accounts for each Participant who
has an interest in the Trust.
4.2 Allocation of Contributions. Contributions for
Participants shall be allocated to their Individual Accounts no less frequently
than monthly.
4.3 Allocation of Income and Expenses. Any earnings and
losses, and any administrative expenses of each Investment Fund, shall be
allocated as of each Valuation Date. Administrative expenses shall be
allocated pursuant to the direction of the Administrative Committee, in a
uniform manner treating all Participants who are active Employees similarly,
and all Participants who are inactive Employees similarly.
4.4 Allocation of Forfeitures. Any forfeitures to be
allocated hereunder shall be applied by the Company to reduce Matching Company
Contributions by an amount equal to the forfeitures.
4.5 Investment Direction of Contributions. Any Contributions
allocated to a Participant's Individual Accounts, except Additional Matching
Company Contributions, may be invested in any and all of the Investment Funds
as directed by the Participant, provided that the contributions invested in any
such Fund shall be a percentage that is a whole number. Matching Company
Contributions shall be invested in the same Investment Funds and the same
proportions as selected by the Participant for his Basic Contributions.
Additional Matching Company Contributions shall be first invested in Campbell
Stock. Thereafter, the Additional Matching Company Contributions may be
invested, if so elected by the Participant, in any of the Investment Funds.
4.5.1 Change of Investment Directions. Any direction by
a Participant for investment of Contributions to his Individual Accounts shall
be deemed to be a continuing direction until changed. A Participant may change
his investment direction for future Contributions, in multiples of 10%, on any
date that the New York Stock Exchange is open for business in a manner
prescribed by the Administrative Committee. Effective January 1, 1995,
however, a Participant may change his investment direction for future
Contributions in any whole percentage.
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<PAGE> 33
4.5.2 Changes in Investments. A Participant may direct
that all or any part, in multiples of 10%, of his Individual Accounts in the
Investments Funds be changed into any other Fund on any date that the New York
Stock Exchange is open for business in a manner prescribed by the
Administrative Committee. Effective January 1, 1995, however, a Participant
may change investments in either whole percentages or whole dollar amounts.
Notwithstanding the above, however, a Participant who wishes to transfer money
from a guaranteed investment contract Fund into a money market Fund must first
transfer his interest into a non-money market Fund for a period of 90 days.
4.5.3 Investments in Campbell Stock. Any Contributions
allocated to a Participant's Individual Accounts that are invested in the
Campbell Soup Company Stock Fund shall be used to purchase a proportional
interest in the Campbell Soup Company Stock Fund that shall be measured in
units of participation, rather than shares of Campbell Stock. Such units shall
represent a proportionate interest in all of the assets of the Campbell Soup
Company Stock Fund.
4.6 Notification to Participants. At least once each Plan
Year the Administrative Committee or its delegate shall advise each Participant
of the value of his Individual Accounts.
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ARTICLE V
DISTRIBUTIONS
5.1 Amount of Distribution. The amount of any distribution
that may be made under this Article V, except for installment payments under
Section 5.4.2, shall be equal to that portion of the Participant's fully vested
Individual Accounts to which he is entitled.
5.2 Manner. Distributions of a Participant's Individual
Accounts shall be made in a single payment or in installments in accordance
with Section 5.4.2 as follows:
5.2.1 All Investment Funds other than the Campbell Soup
Company Stock Fund shall be distributed in cash; and
5.2.2 The units in the Campbell Soup Company Stock Fund
shall be converted to and distributed in shares, with cash representing the
value of any fractional share, unless the Participant elects, in a manner
prescribed by the Administrative Committee, to receive cash. Effective January
1, 1995, a Participant who terminates employment prior to reaching age 55 with
Individual Accounts that in the aggregate are not valued at more than $3,500 as
of the last date of the calendar quarter coincident with or immediately
following his termination, shall receive a distribution pursuant to Section
5.3.2.2 and his units in the Campbell Soup Company Stock Fund shall be
converted to and distributed in cash, unless the Participant elects to receive
shares.
5.3 Timing and Valuation of Distributions. The number of
shares or units and values in Investment Funds shall be determined as of the
following dates:
5.3.1 Annual Withdrawals While an Employee. An Employee
may make one withdrawal during each Plan Year and his Individual Accounts shall
be valued as of the Valuation Date on or immediately following the date that
the Employee requests the withdrawal.
5.3.2 Termination of Employment.
5.3.2.1 Individual Accounts Greater Than
$3,500. If a Participant who ceases to be an Employee and whose Individual
Accounts are, in the aggregate, valued at more than $3,500, withholds consent
to distribution, then the value of his Individual Accounts shall be determined
as of the Valuation Date coincident with
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<PAGE> 35
or, if not administratively practicable, next following the earlier of (A) his
consent to distribution or (B) if he ceases to be an Employee before reaching
age 55, his reaching Normal Retirement Age, or if he ceases to be an Employee
on or after reaching age 55, March 15 of the year immediately following the
year in which he reaches age 70-1/2.
5.3.2.2 Individual Accounts Not Greater Than
$3,500. If a Participant ceases to be an Employee prior to reaching age 55 and
whose Individual Accounts are, in the aggregate, not valued at more than $3,500
as of the last day of the calendar quarter coincident with or immediately
following his termination, his Individual Accounts shall be distributed as soon
as legally permissible and administratively practicable.
5.3.3 Settlement At End of Deferral Period. As of the
Valuation Date when deferral ends in accordance with Section 5.4.3.
5.3.4 Settlement In the Event of Death of the
Participant. As of the Valuation Date when the Participant's Beneficiary
elects to receive the Participant's benefits under the Plan and has presented
all necessary legal documents, provided that the Beneficiary must take a
complete distribution of the Participant's Individual Accounts no later than
one year following the Participant's date of death.
5.4 Time of Payment.
5.4.1 Payment shall be made as soon as practicable after
the relevant date set forth in Section 5.3 unless the Participant elects
installment payments as provided below.
5.4.2 A Participant who separates from service on or
after reaching age 55 may elect by giving notice to the Administrative
Committee in the manner prescribed by the Administrative Committee, to receive
his Individual Accounts in equal or substantially equal installment payments
over a period certain specified by the Participant in such election, but in no
event may such period (A) extend beyond the life expectancy of the Participant
or the joint life expectancies of the Participant and his spouse, or (B) 15
years, whichever is less. Each installment payment shall equal the total
balance in the Participant's Individual Accounts, divided by the amount of
remaining installments that will be made, including the one to be made at the
current time. A Participant may elect to receive installment payments on an
annual, semi-annual, quarterly or monthly basis.
5.4.3 A Participant who separates from service on or
after reaching age 55 may defer payment of his Individual Accounts by not
electing a distribution of his
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Individual Accounts. No such deferred distribution of a Participant's
Individual Accounts may extend beyond the date specified in Section 5.8. A
Participant who defers under this Section 5.4.3 shall have the right to change
Investment Funds in accordance with Section 5.5.
5.4.4 If there is doubt as to who should receive a
payment, the Administrative Committee shall direct the Trustee either to retain
it until the rights thereto are determined or pay it to a court of appropriate
jurisdiction, and in the latter case the Plan, Trust, Administrative Committee,
Trustee and Company shall be under no further liability to anyone. Such
payment shall not in any event be subject to any escheat provisions of any
state, municipality or other governmental entity.
5.5 Benefits in Excess of $3,500. If the value of the
Participant's Individual Accounts exceeds $3,500, and the Participant is under
Normal Retirement Age at the time set for distribution, the Participant must
consent to such distribution. If the Participant does not consent, then the
amounts credited to his Individual Accounts shall remain in those Individual
Accounts until the earlier of his consent to distribution or attainment of
Normal Retirement Age and his Individual Accounts shall be maintained in the
same Investment Funds as at the time of his separation from service until
distribution. Effective July 1, 1995, however, Participants who are no longer
Employees shall have the same rights as to the investment of those Individual
Accounts as are available to Participants who are Employees. Also effective
July 1, 1995, the Administrative Committee may cause the Trustee to debit,
quarterly in arrears, an amount not to exceed the annual participant fee
charged by the Trustee against such Individual Accounts, whether or not such
fees are being debited against Individual Accounts of Participants who are
Employees, to reflect the costs of maintaining the Individual Accounts of
Participants who are no longer Employees.
5.6 Latest Date for Commencement of Benefits.
5.6.1 Termination of Employment Before Age 55. Payments
to a Participant who terminates employment prior to reaching age 55 shall in
any event commence upon the Participant's reaching Normal Retirement Age.
5.6.2 Termination of Employment At or After Age 55. A
Participant who terminates employment on or after reaching age 55 shall have
the right to receive payments upon such termination or to defer any payments
until not later than March 15 of the calendar year following the year in which
the Participant reaches age 70-1/2.
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5.6.3 Notwithstanding Section 5.6.1, if the amount of
the distribution required to be made on a date determined under this Section
5.6.3 or under any other Section of the Plan cannot be ascertained by such date
or if the Administrative Committee is unable to locate the Participant after
making reasonable efforts to do so, a payment retroactive to such date may be
made no later than 60 days after the later of (A) the date on which the amount
of such payment can be ascertained under the Plan or (B) the date on which the
Participant is located.
5.7 Distribution Requirements. Distributions from the Plan
shall be made in a single payment as soon as practicable after a Participant
terminates service with the Company, except as otherwise provided in Sections
5.3 and 5.4.
5.8 Commencement of Benefits. Subject to Sections 5.3.2.1
and 5.6, the accrued benefit of a Participant must be distributed, or commence
to be distributed, no later than the April 1 following the calendar year in
which such individual attains age 70-1/2, except for individuals who had
attained age 70-1/2 before January 1, 1988.
5.9 Death Distribution Provisions. If the Participant dies,
whether before or after distribution of his Individual Accounts has commenced,
the vested balance standing to the credit of his Individual Accounts shall be
distributed in a single payment to the Participant's Beneficiary as soon as
practicable after the death of the Participant, but in any event not later than
one year after the date of death of the Participant.
5.10 Retirement. Upon attaining his Normal Retirement Age, a
Participant's nonforfeitable interest in his Individual Accounts shall be
distributed in accordance with Section 5.1 unless the Participant is still
employed or had reached age 55 at the time of his termination of employment.
5.11 Participation After Normal Retirement Date. If a
Participant does not retire on his Normal Retirement Date, but continues to be
an Employee, he may continue to participate in the Plan until he retires. The
Individual Accounts of a Participant who retires after his Normal Retirement
Date shall continue to be fully vested and payment thereof shall be made in
accordance with Section 5.1.
5.12 Death.
5.12.1 Designation of Beneficiary.
5.12.1.1 In the event a Participant has a
surviving spouse at his death, the spouse shall be the Participant's sole
beneficiary, unless the
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spouse has previously consented to the payment of the Participant's Individual
Accounts to another beneficiary as follows:
5.12.1.1.1 A Qualified Election for payment
of a Participant's Account to a beneficiary other than the spouse upon the
Participant's death requires consent by the spouse in writing on the
appropriate form filed with the Administrative Committee during the election
period provided in subparagraph 5.12.1.1.2, below. To be effective, the
spouse's consent to a Participant's designation of a non-spouse beneficiary must
be irrevocable, must be witnessed by a notary public, and must specifically
acknowledge either (i) the specific non-spouse beneficiary or (ii) the right of
the spouse to limit the consent to a specific beneficiary. Notwithstanding
this requirement, if the Participant establishes to the satisfaction of the
Administrative Committee that written consent can not be obtained because there
is no spouse or the spouse cannot be located, the Participant's designation of
a non-spouse beneficiary will be effective without requiring the spouse's
consent. Additionally, a revocation of a prior consent may be made by a
Participant without the consent of the spouse at any time before the
commencement of benefits. The number of revocations or consents shall not be
limited.
5.12.1.1.2 The election period for the
spousal consent shall begin on the first day of the Plan Year in which the
Participant commences to participate in the Plan and ends on the earlier of the
date of the Participant's death or the date benefit payments commence.
5.12.1.2 Each Participant may designate in writing a
Beneficiary to receive all benefits from his Individual Accounts which may
become payable in the event of his death. The designation shall be made on a
form furnished by the Administrative Committee. The designation of Beneficiary
may include contingent Beneficiaries; Beneficiaries need not be individuals. A
Participant may, at any time, revoke or change his designation by completing
the appropriate form, but a designation of Beneficiary on file with the
Administrative Committee shall remain in effect until it is revoked or replaced
by a new designation form. If a Participant fails to designate a Beneficiary,
or if the Beneficiary designation is no longer valid, the amount payable upon
the death of the Participant shall be paid to his surviving spouse, and if
none, to his estate.
5.12.1.3 A Participant's beneficiary designation and
related spousal consent, if any, filed pursuant to the Previous Plan shall
remain in effect for his Individual Accounts under the Plan until it is revoked
or replaced by a new designation form.
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5.12.2 Distribution. Upon the death of a Participant who
is employed at the time of his death, his Beneficiary shall be fully vested
with respect to his Individual Accounts and payment shall be made in the form
of a single lump sum payment as soon as administratively practicable following
the end of the month in which the Participant died. Effective upon a
Participant's death on or after January 1, 1995, the Participant's Beneficiary
shall have the option to defer distribution of the Participant's Individual
Accounts for no longer than one year following the Participant's date of death.
5.13 Other Termination of Employment. If a Participant's
employment with the Company terminates for any reason other than his
retirement, death or Disability, such Participant shall be entitled to the
distribution of the balance of his Individual Accounts, except that the portion
of his Matching Company Contributions Account which is not vested shall be
forfeited.
5.13.1 Forfeitures. A Participant to whom this Section
5.13 is applicable shall forfeit that portion of his Matching Company
Contributions Account to which he is not entitled under Section 2.3 and the
amount thus forfeited. shall remain in the Trust and shall, after the
Participant has a one-year Break-in-Service, be released for allocation
pursuant to Section 4.4. If a former Participant who has received a
distribution becomes an Employee again before having a one-year
Break-in-Service and makes the repayment described in Section 5.13.2, the
amount otherwise forfeitable will be restored to his Matching Company
Contributions Account. If a former Participant becomes an Employee again after
having a one-year Break-in-Service but before having five (5) consecutive
Breaks-in-Service and makes the repayment described in Section 5.13.2, a
special contribution, equal to the forfeited amount, unadjusted by income,
gains or losses, will be made to restore such forfeited amount to his Matching
Company Contributions Account. Such special contribution shall, to the extent
possible, be made from any other Participant's forfeitures then available for
allocation hereunder and, to the extent such other forfeitures are not
sufficient, a special contribution shall be made by the Company. If a former
Participant who has not received a distribution of his Individual Accounts
becomes an Employee again before having five (5) consecutive Breaks-in-Service,
such Participant will not have to make the repayment required by Section 5.13.2
before his Matching Company Contributions Account is restored.
5.13.2 In order to receive the restoration described in
Section 5.13.1, the Participant must, after his reentry into the Plan, and
before he incurs five (5) consecutive Breaks-in-Service and within five (5)
years of his reemployment with the Company, repay to the Plan the amount of any
distribution he received on account of such Break-in-Service (except for the
amount attributable to Rollover Contributions and Additional Contributions).
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5.14 In-Service Annual Withdrawal. Each Participant, by
notifying the Administrative Committee in the manner prescribed by the
Administrative Committee before the effective date of the withdrawal, may
withdraw on any date any amounts from any of his Individual Accounts, while an
Employee, subject to the following. A Participant who has five (5) years of
continuous participation in the Plan (including years of participation in the
Previous Plan provided all of his accounts from the Previous Plan are
transferred to this Plan) may withdraw all or a portion of the balances in his
Individual Accounts, except for his Before-Tax Account. A Participant who has
attained age 59-1/2 may also withdraw all or a portion of his Before-Tax
Account. The withdrawal, other than a total withdrawal, must be in multiples
of $100 or in full shares with a value in excess of $100. Effective January 1,
1995, any withdrawal that is less than all of the balance of an Individual
Account must be designated in dollar amounts, whether paid in cash or shares of
Campbell Stock, but does not need to be in multiples of $100. Annual
Withdrawals are limited to one per Plan Year.
5.15 In-Service Hardship Withdrawal - General Rules. An
eligible Participant may, while an Employee, elect to withdraw up to 100% of
his Before-Tax Contributions, and earnings credited on those contributions
through December 31, 1988. Such election shall be in the manner prescribed by
the Administrative Committee. A Participant is eligible to make a hardship
withdrawal under this Section 5.15 only if the withdrawal is for a purpose that
the Administrative Committee determines is a Qualified Emergency, as defined in
Section 5.16, and the requirements of Section 5.17 are met.
5.16 Definition of Qualified Emergency. As used in this
Article V, the term "Qualified Emergency" means an immediate and heavy
financial hardship of the Participant. The following circumstances, and no
others, meet the definition of "Qualified Emergency":
5.16.1 payment of tuition and related educational
expenses for the next 12 months of post-secondary education for the Participant
or his spouse, child or dependent;
5.16.2 payment of unreimbursed medical expenses described
in section 213(d) of the Code that have been incurred by the Participant, his
spouse or dependent or a distribution necessary for such persons to obtain
medical care described in section 213(d) of the Code;
5.16.3 the purchase (excluding mortgage payments) of the
Participant's principal residence;
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5.16.4 the need to prevent the eviction of the
Participant from his principal residence or foreclosure on the mortgage of the
Participant's principal residence; and
5.16.5 any other expense that is deemed to be a Qualified
Emergency expense by the Internal Revenue Service.
5.17 Requirements for Hardship Withdrawal. A hardship
withdrawal under Section 5.15 shall be permitted only if the following
requirements are met:
5.17.1 the distribution does not exceed the amount of the
Qualified Emergency expense (including a reasonable amount to enable the
Participant to pay taxes and penalties on such withdrawal);
5.17.2 the Participant has obtained all distributions,
other than hardship withdrawals, and all non-taxable loans currently available
under all plans maintained by the Company, unless obtaining such loan would
increase the severity of the Participant's hardship;
5.17.3 the Plan and all other plans maintained by the
Company suspend Before-Tax Contributions and other contributions by the
Participant for at least 12 months after the receipt of the hardship
withdrawal; and
5.17.4 the Plan and all other plans maintained by the
Company provide that the Participant may not make Before-Tax Contributions for
the Participant's taxable year immediately following the taxable year of the
hardship withdrawal in excess of the applicable limit imposed on Before-Tax
Contributions under Section 3.3 for such taxable year, less the amount of the
Participant's Before-Tax Contributions for the taxable year of the hardship
withdrawal.
If the Secretary of the Treasury prescribes additional methods for meeting the
requirements for hardship withdrawal, such additional methods shall be
incorporated herein by reference.
5.18 Order of Withdrawals from Participant's Individual
Accounts. Withdrawals under Sections 5.14 and 5.15 shall be made from the
Participant's Individual Accounts in the order indicated below and no amount
may be withdrawn from an account until the balance of the preceding account is
zero. Effective January 1, 1995, a Participant is not subject to the hierarchy
in this Section 5.18, although distributions made from a Participant's
Post-1986 Participant After-Tax Account shall be made in accordance with
Section 5.18.2.
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5.18.1 Withdrawal of Pre-1987 Participant After-Tax
Account. The amount to be withdrawn may be all or any portion of his Affiliate
Plan Contributions credited as of December 31, 1986.
5.18.2 Withdrawal From Post-1986 Participant After-Tax
Account. The amount to be withdrawn may be all or any portion of his
Contributions credited after December 31, 1986, provided that the amount to be
withdrawn shall consist partially of After-Tax Contributions and partially of
taxable earnings and gains thereon. The amount consisting of After-Tax
Contributions shall be the portion of the amount to be withdrawn that bears the
same ratio to the amount to be withdrawn as the balance of post-1986 After-Tax
Contributions bears to the balance of the entire account. The remaining amount
shall be earnings and gains. In the alternative, effective January 1, 1995, a
Participant may make a withdrawal from this Account consisting solely of
earnings and gains.
5.18.3 Withdrawal of Earnings and Gains on Pre-1987
After-Tax Participant Contributions. The amount to be withdrawn may be all or
any portion of the total of the investment earnings and gains, if any, then
held in the Pre-1987 Participant After-Tax Account.
5.18.4 Withdrawal From Rollover Account. The amount to
be withdrawn may be all or any portion of the balance of the Rollover Account.
5.18.5 Withdrawal From Matching Company Contributions
Account. The amount to be withdrawn may be all or any portion of the balance of
the Matching Company Contributions Account, provided it is 100% vested.
5.18.6 Withdrawal From Before-Tax Account. The amount to
be withdrawn may be all or any portion of the Participant's contributions to
his Before-Tax Account.
5.19 Direct Transfers - Eligible Rollover Distributions.
Effective January 1, 1993, if one or more distributions from a Participant's
Individual Accounts constitutes an "eligible rollover distribution," within the
meaning of section 402(c)(4) of the Code, the Participant may elect to have all
or a portion of the distribution paid directly to an individual retirement
account or annuity (an "IRA") or a plan qualified under Code section 401(a) or
403(a) (collectively, an "eligible retirement plan"). The Participant may not
elect to have portions of an eligible rollover distribution paid directly to
more than one eligible retirement plan. In addition, the Participant will not
be permitted to elect a direct rollover with respect to eligible rollover
distributions that are reasonably expected to total less than $200 during the
year. The Administrative Committee shall direct the
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Trustee to make such payment upon receipt from the Participant of the name of
the eligible retirement plan to which such payment is to be made, a
representation that the eligible retirement plan is an IRA or a plan qualified
under section 401(a) or 403(a) of the Code, and such other information and
documentation as the Administrative Committee may reasonably require to
authorize such payment. The Participant's election to make or not to make a
direct rollover with respect to one distribution that is part of a series of
payments will apply to all future distributions until the Participant
subsequently changes the election. If the Participant fails to elect whether
or not a distribution is to be paid in a direct rollover, the Participant will
be deemed to have elected not to have any portion of the distribution paid in a
direct rollover. This Section shall apply, to the extent required by law, to a
Beneficiary who is the Participant's surviving spouse and to a spouse or former
spouse who is an alternate payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, except that only an IRA will be deemed
to be an eligible retirement plan with respect to a surviving spouse of a
deceased Participant.
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<PAGE> 44
ARTICLE VI
LOANS TO PARTICIPANTS
6.1 Plan Loans. The Administrative Committee may cause the
Trustee to lend to any Participant who applies for a loan the amount applied
for by the Participant, upon such terms as the Administrative Committee may see
fit, subject to all of the requirements of Section 6.2.
6.2 Loan Requirements.
6.2.1 Such loans shall be made available to all
Participants subject only to each such Participant's demonstration, on the
basis of uniform and non-discriminatory rules and procedures established by the
Administrative Committee, of his ability to repay the loan, plus interest.
6.2.2 In no event shall a Participant take more than
one loan during any Plan Year, and no more than one loan shall be outstanding
at any time.
6.2.3 The amount of the loan, when added to the
outstanding balance of all prior loans to such Participant, shall not exceed
the lesser of:
6.2.3.1 $50,000, reduced by the excess (if
any) of (i) the highest outstanding balance of loans from the Plan during the
one-year period ending on the day before the date on which such loan was made,
over (ii) the outstanding balance of loans from the Plan immediately before the
loan in question was made; or
6.2.3.2 50% of the amount in the Participant's
Individual Accounts that is fully vested.
6.2.4 The amount of any loan shall be at least $1,000.
6.2.5 An amount equal to the principal amount of the
loan shall be security for such loan.
6.2.6 Any such loan shall be repaid, in the case of a
Participant who is an Employee by payroll withholding or by installment
payments in the case of a Participant who is not an Employee, as determined by
the Administrative Committee; provided that such repayments shall be made not
less frequently than quarterly on the
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basis of substantially level amortization, with full repayment within four and
one half years from the date the loan is made.
6.2.7 No loans shall be granted to any Employee or his
Beneficiary that provide for a repayment period extending beyond such
Employee's Normal Retirement Date; provided, however, effective January 1, 1995
loans shall be granted regardless of whether the repayment period extends
beyond an Employee's Normal Retirement Date.
6.2.8 Such loan shall bear a fixed or variable rate of
interest commensurate with the interest rates charged by persons in the
business of lending money for loans that would be made under similar
circumstances, as determined by the Administrative Committee from time to time
and set forth in the Trust Agreement.
6.2.9 The loan amount shall be debited against the
Participant's Investment Accounts and repayments of principal and interest
shall be credited to such accounts.
6.2.10 The Participant shall agree at the time the loan
is made that the outstanding principal and interest on the loan at the time the
Participant or his Beneficiary receives a distribution under Article V shall be
deducted from the amount otherwise distributable to such Participant or
Beneficiary.
6.2.11 No note or other document evidencing any such loan
shall be negotiable or otherwise assignable.
6.3 Failure to Make Timely Payment. In the event an
installment payment is not paid within 90 days following the due date of an
installment the loan shall be in default. At that time, the Administrative
Committee or its delegate shall accelerate the loan and to reduce the
Participant's Individual Accounts by the amount of the unpaid loan balance,
including interest then due. If the Participant's Individual Accounts must be
used to pay any loan that is in default, the various accounts shall be reduced
in the same sequence as that used for withdrawals, which is set forth in
Section 5.18.
6.4 Termination of Employment. In the event of the
termination of an Participant's employment before a loan is repaid in full, the
unpaid balance thereof, together with interest immediately due thereon, shall
become due and payable; and the Trustee shall first satisfy the indebtedness
from the amount payable to the Participant or to the Participant's Beneficiary
in the case of his death, before making any payments to the Participant or to
the Participant's Beneficiary.
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<PAGE> 46
6.5 Loans to Former Employees. The Administrative Committee
shall have the right to allow any Participant who ceases to be an active
Employee and who is a "party in interest," as that term is defined in ERISA
section 3(14), to borrow from the Plan under terms and conditions reflecting
valid economic differences between active Employees and Participants who are
not active Employees that would be considered in a normal commercial setting,
such as the unavailability of payroll deductions for repayment. Any loan made
to a Participant who is not receiving regular pay from the Company shall be
repaid by substantially equal monthly installments. The Administrative
Committee shall cause the Trustee to impose an annual fee for the
administration of each such loan.
6.6 Segregated Investment. The loan shall be made from the
Participant's available Investment Funds on a pro-rata basis. The loan shall
be considered as a segregated investment of the Participant.
6.7 General Administration. The Trustee and the
Administrative Committee or its delegate shall have the right to establish such
procedures as may be reasonable, necessary or desirable to carry out the
provisions of this Article VI.
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ARTICLE VII
ADMINISTRATION OF THE PLAN
7.1 General. The Plan shall be administered by the
Administrative Committee consisting of one or more persons who may, but need
not, be Employees or members of the Board of Directors, to be appointed by and
serve at the pleasure of the Board of Directors. The members of the
Administrative Committee shall elect a chairman. They shall also elect a
secretary who may, but need not, be one of the members of the Administrative
Committee. The members of the Administrative Committee shall be deemed to be
the "named administrators and fiduciaries" of the Plan for purposes of
compliance with the fiduciary responsibility provisions of ERISA.
7.2 Action by the Committee. A majority of the members of
the Administrative Committee at any time in office shall constitute a quorum
for the transaction of business. All resolutions or other actions taken by the
Administrative Committee shall be approved by vote of a majority of those
present at a meeting of the Administrative Committee. Action may be taken
without a meeting pursuant to an instrument in writing signed by a majority of
the members of the Administrative Committee. No member of the Administrative
Committee may act on a matter specifically relating to his own participation
under the Plan.
7.3 Powers. The Administrative Committee shall have the
following specific powers, in addition to all other powers which may be implied
hereunder as necessary to carry out the provisions of the Plan:
7.3.1 To make and enforce such rules and regulations as
it shall deem necessary or proper for the efficient administration of the Plan
and the transaction of related business;
7.3.2 To interpret the Plan and to decide any and all
matters arising thereunder, including the right to remedy possible ambiguities,
inconsistencies or omissions;
7.3.3 To compute the amount of benefits which shall be
payable to any Participant or Beneficiary in accordance with the provisions of
the Plan;
7.3.4 To authorize disbursements from the Trust (any
instructions of the Administrative Committee to the Trustee to be in writing
and signed by a designated member of the Administrative Committee or by some
other authorized delegate);
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<PAGE> 48
7.3.5 To employ independent public accountants to
examine the books, records, and any financial statements and schedules which
are required to be included in annual reports;
7.3.6 To file with the appropriate government agencies
annual reports, plan descriptions, summary plan descriptions, and other
documents;
7.3.7 To furnish Participants with summary plan
descriptions;
7.3.8 To delegate to one or more of the members of the
Administrative Committee the right to act in its behalf in all matters
connected with the administration of the Plan and Trust;
7.3.9 To delegate to any individuals such of the above
powers and duties as the Administrative Committee deems appropriate;
7.3.10 To appoint a Trustee for the purposes provided in
Article VIII, and to approve, amend or terminate any agreements with such
Trustee, and to employ advisors, including but not limited to attorneys,
independent public accountants and actuaries, and such other technical and
clerical personnel as may be required in the Administrative Committee's
discretion for the proper administration of the Plan; and
7.3.11 To amend the Plan, consistent with the
authority granted under Article IX.
7.4 Exclusive Benefit Rule. The Administrative Committee
shall administer the Plan for the exclusive benefit of Participants and their
Beneficiaries.
7.5 Plan Interpretation. The Administrative Committee shall
have the authority and responsibility to interpret and construe the Plan and to
decide all questions arising thereunder, including without limitation, questions
of eligibility for participation, eligibility for benefits, Investment Account
balances, and the timing of the distribution thereof, and shall have the
authority to deviate from the literal terms of the Plan to the extent the
Administrative Committee shall determine to be necessary or appropriate to
operate the Plan in compliance with the provisions of applicable law.
All interpretations, determinations and decisions of the
Administrative Committee hereunder shall be final, conclusive and binding upon
the Company, Participants, Beneficiaries, and all other persons having any
interest under the Plan to the extent permitted by ERISA; provided, that all
such interpretations, determinations
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<PAGE> 49
and decisions shall be applied in a uniform manner to all similarly situated
Participants, Beneficiaries or any other persons having any interest in the
Plan.
7.6 Claims Procedure. Any denial by the Administrative
Committee of any claim for benefits under the Plan by a Participant or
Beneficiary shall be stated in writing by the Administrative Committee and
delivered or mailed to the Participant or Beneficiary. The Administrative
Committee shall furnish the claimant with notice of the decision not later than
ninety days after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension of time for
processing is required, written notice of the extension shall be furnished to
the claimant prior to the termination of the initial 90 day period. In no
event shall such extension exceed a period of 90 days from the end of such
initial period. The extension notice shall indicate the special circumstances
requiring an extension of time and the date by which the Administrative
Committee expects to render the final decision.
The notice of the Administrative Committee decision shall be
written in a manner calculated to be understood by the claimant and shall
include (i) the specific reasons for the denial, including, where appropriate,
references to the Plan, (ii) any additional information necessary to perfect
the claim with an explanation of why the information is necessary, and (iii) an
explanation of the procedure for perfecting the claim. The claimant shall have
60 days after receipt of written notification of denial of his claim in which
to file a written appeal with the Administrative Committee. As a part of any
such appeal, the claimant may submit issues and comments in writing and shall,
on request, be afforded an opportunity to review any documents pertinent to the
perfection of his claim. The Administrative Committee shall render a written
decision on the claimant's appeal ordinarily within 60 days of receipt of
notice thereof but, in no case, later than 120 days.
7.7 Responsibilities and Reports. The Administrative
Committee may pursuant to a written resolution allocate among one or more of
its members specific responsibilities under the Plan and the Administrative
Committee may name other persons to carry out such responsibilities. The
Administrative Committee will be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports which are furnished by any
actuary, accountant, controller, counsel or other person who is employed or
engaged for such purposes.
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ARTICLE VIII
ADMINISTRATION OF THE TRUST
8.1 Appointment of Trustee. The Administrative Committee
shall appoint one or more individuals, banks or trust companies to serve as
Trustee to administer all contributions paid to the Trust. Such Trustee or
Trustees shall serve at the pleasure of the Administrative Committee and shall
have such rights, powers and duties as are contained in the Trust Agreement.
8.2 Management of Trust Assets. All Contributions to the
Plan shall be delivered to the Trustee. All such Contributions shall be
invested and managed upon such terms and in such manner as set forth in the
Plan and Trust Agreement.
8.3 Voting Campbell Stock. The number of shares of Campbell
Stock reflecting a Participant's proportional interest in the Campbell Soup
Company Stock Fund in the Participant's Individual Accounts shall be voted by
the Trustee, in accordance with instructions from such Participant providing
for a single direction as to Campbell Stock held in all of his Individual
Accounts. Campbell shall provide Participants with notices and information
statements when voting rights or other rights are to be exercised, the content
of which must generally be the same as for all holders of Campbell Stock.
Shares for which no instructions are received shall not be voted by the
Trustee. Campbell may solicit Participants for voting instructions in much the
same manner as it does for the registered holders of Campbell Stock.
8.4 Tender Offer.
8.4.1 The provisions of this Section shall apply in the
event any person, either alone or in conjunction with others, makes a tender
offer, or exchange offer, or otherwise offers to purchase or solicits an offer
to sell to such person one percent or more of the outstanding shares of
Campbell Stock (herein referred to as a "Tender Offer").
8.4.2 The Trustee may not take any action in response
to a Tender Offer except as otherwise provided in this Section 8.4. Each
Participant may direct the Trustee to sell, offer to sell, exchange or
otherwise dispose of the number of shares of Campbell Stock reflecting the
Participant's proportional interest in the Campbell Soup Company Stock Fund
allocated to such Participant's Individual Accounts in accordance with the
provisions, conditions and terms of such Tender Offer and the provisions of
this Section; provided, however, that such directions from Participants shall
be confidential and shall not be divulged by the Trustee to anyone, including
the Company or any
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director, officer, employee or agent of the Company, it being the intent of
this provision of this Section 8.4.2 to ensure that the Company (and its
directors, officers, employees and agents) cannot determine the direction given
by any Participant. Such instructions shall be in such form and shall be filed
in such manner and at such time as the Trustee may prescribe.
8.4.3 The Trustee shall sell, offer to sell, exchange or
otherwise dispose of the number of shares of Campbell Stock reflecting the
Participant's proportional interest in the Campbell Soup Company Stock Fund
allocated to the Participant's Individual Accounts with respect to which it has
received directions to do so under this Section for Participants. The proceeds
of a disposition directed by a Participant from the Campbell Soup Company Stock
Fund under this Section shall be allocated to such Participant's Individual
Accounts and be governed by the provisions of Section 8.4.3 and other
applicable provisions of the Plan. Such proceeds, even if allocated to a
Participant's Individual Accounts under the Plan may, in the discretion of the
Trustee, constitute one or more separate investment funds under the Plan
governed, nevertheless, by the provisions of this Section 8.4.3 and other
applicable provisions of the Plan and Trust.
8.4.4 To the extent to which Participants do not
instruct the Trustee or do not issue valid directions to the Trustee to sell,
offer to sell, exchange or otherwise dispose of the number of shares of
Campbell Stock reflecting the Participant's proportional interest in the
Campbell Soup Company Stock Fund allocated to their Individual Accounts, such
Participants shall be deemed to have directed the Trustee that such shares
remain invested in Campbell Stock subject to all provisions of the Plan,
including Section 8.4.3., and the Trust.
8.4.5 Campbell may direct the substitution of new
employer securities for Campbell Stock or for the proceeds of any disposition
of Campbell Stock to the extent provided in the Plan. Pending the substitution
of new employer securities or the termination of the Plan and Trust, the Trust
may be invested in such securities as Campbell (or other fiduciary identified
by the Board of Directors for such purpose) may from time to time direct;
provided, however, in the absence of any direction from Campbell or other
fiduciary the Trustee may invest the cash proceeds in short-term securities
issued by the United States of America or any agency or instrumentality thereof
or any other investments of a short-term nature, including corporate
obligations or participations therein and interim collective or common
investment funds.
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ARTICLE IX
AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN
9.1 Right to Amend, Terminate or Suspend the Plan.
9.1.1 Board of Directors. The Board of Directors
expressly reserves the right to amend, terminate or suspend the Plan at any
time and in any particular manner, and Campbell or any Participating Employer
reserves the right to terminate the Plan with respect to its employees through
action by its respective board of directors, provided that no amendment or
termination of the Plan may be made which would permit any part of the Plan or
the Trust Assets to be used for, or diverted to, purposes other than for the
exclusive benefit of Participants and their Beneficiaries, or which would
diminish any rights accrued for the benefit of Participants or their
Beneficiaries prior to the effective date of the amendment. The Plan may be
amended, retroactively, however, if necessary, to conform the Plan to, or
satisfy the conditions of any law, governmental regulation or ruling, or to
permit the Plan to meet the requirements of the Code or ERISA. Notwithstanding
the foregoing, Section 3.1 and Section 4.5.3 of the Plan as they apply to
executive officers (as defined in Rule 16a-1(f) under section 16(a) of the
Securities Exchange Act of 1934) shall not be amended more than once every six
months, other than to comport with changes in the Code, ERISA, or the rules
thereunder.
9.1.2 President and Administrative Committee. Subject
to the restrictions in Section 9.1.1, the Administrative Committee and the
President of Campbell may amend the Plan at any time and from time to time,
provided that no such amendment shall significantly increase the cost of the
Plan to the Company or substantially change the form of the benefits under the
Plan. Any such amendment shall be in writing, signed by a member of the
Administrative Committee or by the President of Campbell, as applicable, and
filed with the Secretary of Campbell; provided that the Board of Directors
shall have exclusive authority to amend Appendix D, relating to a change in
control, consistent with the provisions of such Appendix.
9.2 Plan Termination.
9.2.1 Right to Discontinue Contributions and to
Terminate Plan and Trust. Campbell has established the Plan with the intention
and expectation that from year to year it will be able to make its
contributions as herein provided. However, Campbell realizes that
circumstances not now foreseen or circumstances beyond its control may make it
either impossible or inadvisable to continue to make its contributions as
herein provided. In such event, Campbell, through action by the Board
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of Directors, shall have the power to discontinue contributions to the Plan and
Trust or to terminate the Plan and/or Trust by an appropriate resolution, which
shall specify the date of termination. A certified copy of such resolution or
other action shall be delivered to the Administrative Committee and the
Trustee.
9.2.2 Continuance of Trust after Complete Discontinuance
of Contributions to Plan. Upon complete discontinuance of Contributions to the
Plan, the rights of affected Participants under the Plan and Trust shall become
fully vested and nonforfeitable, notwithstanding any other provisions of the
Plan, but in all other respects the Plan and the Trust shall continue in
effect, and be administered in accordance with the provisions of the Plan and
the Trust Agreement.
9.2.3 Vesting Upon Termination or Partial Termination.
If the Plan is terminated or partially terminated, as defined in section
411(d)(3) of the Code, all nonvested amounts then standing to the credit of the
Individual Accounts of the Participants affected by such termination or partial
termination and who are then employed by the Participating Employer, or who
have been credited with a Year of Service during the Plan Year in which the
termination or partial termination occurs in the case of a Participant who is
not employed by the Participating Employer as of the date of termination or
partial termination, shall immediately vest and be nonforfeitable.
9.2.4 Distribution of Trust Assets. Upon termination or
partial termination of the Plan, notwithstanding any other provisions of the
Plan, the Trustee, at the direction of the Administrative Committee, shall make
payment of such amounts in accordance with Section 5.1, no later than the time
prescribed for the commencement of such payments provided in Section 5.6;
provided that the Participating Employer has not established or does not
maintain another defined contribution plan (other than an employee stock
ownership plan as defined in section 4975(e)(7) of the Code) that constitutes a
"successor plan" within the meaning of Treas. Reg. Section 1.401(k)-1(d)(3),
or other applicable authority. Upon final termination of the Trust, at such
time as shall be determined by Campbell after notification to the
Administrative Committee, the Administrative Committee shall direct the Trustee
to liquidate the assets held in Individual Accounts and, after payment of all
expenses and proportional adjustment of each Participant, to reflect income or
losses to the date of termination, to distribute the balance of each
Participant's Individual Accounts to each Participant, retired Participant, or,
if appropriate, to the Participant's Beneficiary.
9.2.5 Distributees whose Whereabouts are Unknown. In
the case of any Participant or Beneficiary whose whereabouts are unknown at the
time of distribution upon termination of the Plan or the Trust, the
Administrative Committee shall notify him at the last known address by
certified mail with return receipt requested
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<PAGE> 54
of his right to such a benefit. If the Participant or Beneficiary
cannot be located in this manner, the Participant's entire interest in his
Individual Accounts shall be forfeited, provided however that such forfeiture
shall be restored fully if the Participant or his Beneficiary claims a benefit
under the Plan. Notwithstanding the preceding sentence, upon the distribution
of all Trust Assets, the Trustee shall be discharged from all obligations under
the Plan and the Trust and no Participant or Beneficiary shall have any further
rights or claims thereunder.
9.3 Certain Sales. In the event that Campbell or a
Participating Employer sells all or substantially all of the assets used in a
trade or business and, as a result, a Participant becomes an employee of the
acquiring company, distribution of the Participant's Individual Accounts shall
be made in the manner prescribed in Section 6.1 as soon as practicable after
such sale. In the event that all or substantially all of the capital stock of a
Participating Employer is sold, distribution of Participant's Individual
Accounts shall be made in the manner prescribed in Section 6.1 as soon as
practicable after such sale, regardless of whether the Participant remains in
the employ of the Participating Employer or becomes an employee of the
acquiring company.
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ARTICLE X
MISCELLANEOUS
10.1 Facility of Payment. If any Participant, former
Participant or Beneficiary, in the judgment of the Administrative Committee, is
legally, physically or mentally incapable of personally receiving and
acknowledging any payment due hereunder, payment may be made to the guardian or
other legal representative of such Participant, former Participant or
Beneficiary or to such other person or institution who, in the opinion of the
Administrative Committee, is then responsible for his maintenance or custody.
Such payment shall constitute a full discharge of the Plan, the Trust and the
Administrative Committee.
10.2 Indemnification. The members of the Administrative
Committee shall be indemnified by Campbell to the full extent permitted by law
and Campbell Bylaws against any and all liability arising by reason of any act
or failure to act made in good faith by them with respect to the Plan or Trust,
including, without limitation, expenses reasonably incurred in the defense or
settlement of any claim.
10.3 Employment Not Guaranteed by Plan. Nothing contained in
the Plan shall be construed as a contract of employment between the Company and
any Employee, or as a right of any Employee to be continued in the employment
of the company, or as a limitation on the right of the Company to discharge an
Employee, whether with or without cause.
10.4 Limitation of Liability. No Participant shall have any
right to, or interest in, any part of the Trust Assets during or upon
termination of his employment with the Company or otherwise, except to the
extent of the benefits to which he is entitled under the Plan. All benefits
under the Plan shall be paid solely out of the property and assets of the
Trust, and the Company, the Trustee, and any member of the Administrative
Committee shall have no liability in any manner for such benefits.
10.5 Nonalienation of Benefits. No benefit or interest
available hereunder may be subject to assignment or alienation, either
voluntarily or involuntarily, except in the case of a qualified domestic
relations order, as defined in Code section 414(p).
10.6 Merger of Plans. In the case of any merger or
consolidation of the Plan or the Trust with, or transfer of the assets or
liabilities of the Plan or Trust to, any other plan, the terms of such merger,
consolidation or transfer shall be such that each Participant would receive (in
the event of termination of the Plan or its successor
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<PAGE> 56
immediately thereafter) a benefit which is no less than he would have received
in the event of termination of the Plan immediately before such merger,
consolidation or transfer.
10.7 Construction. Provisions of the Plan shall be construed,
administered and enforced in accordance with ERISA, and to the extent not
preempted by federal law, with the laws of New Jersey.
10.8 Unclaimed Benefits. Any benefits payable to a
Participant or Beneficiary which are not claimed for a period of five (5) years
from the date of entitlement as determined by the Administrative Committee and
following a diligent effort to locate such Participant or Beneficiary,
including sending a notice to the IRS and requesting the IRS to forward the
notice to the missing Participant or Beneficiary, and with the approval of the
Administrative Committee, shall be forfeited and applied in accordance with
Section 4.4, provided that such forfeited benefits shall be reinstated if a
claim for such forfeited benefits is made by the Participant or Beneficiary.
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<PAGE> 57
APPENDIX A TO THE CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
PARTICIPATING EMPLOYERS
In addition to Campbell, the following Employers have been
designated as Participating Employers in the Plan pursuant to Section 1.31 of
the Plan:
<TABLE>
<CAPTION>
Participating Employer Effective Date of Designation
- ---------------------- -----------------------------
<S> <C>
Campbell Finance Corp. April 1, 1988
Campbell's Fresh, Inc. April 1, 1988
Campbell Sales Company April 1, 1988
Godiva Chocolatier, Inc. April 1, 1988
Herider Farms, Inc. April 1, 1988
Joseph Campbell Company April 1, 1988
Pepperidge Farm, Incorporated April 1, 1988
Pepperidge Farm Mail Order Company, Inc. April 1, 1988
Vlasic Foods, Inc. April 1, 1988
CSC Brands, Inc. July 30, 1990
CSC Standards, Inc. July 30, 1990
Sanwa Foods, Inc. October 18, 1991
</TABLE>
Current as of: 12/31/94
- A-1 -
<PAGE> 58
APPENDIX B TO THE CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
TOP HEAVY PROVISIONS
B.1 Top-Heavy Requirements. Notwithstanding anything in the
Plan to the contrary, for any Plan Year that the Plan is a Top-Heavy Plan, the
Plan shall meet the requirements of this Appendix B.
B.2 Definitions: For purposes of this Appendix B only, the
following terms shall have the meanings set forth below:
B.2.1 "Employer" means the employer that adopts the
Plan, and all members of a controlled group of corporations (as defined in Code
section 414(b), as modified by Code section 415(h)), commonly controlled trades
or businesses (as defined in Code section 414(c) as modified by Code section
415(h)), or affiliated service groups (as defined in Code section 414 (m)) of
which the employer is a part.
B.2.2 "Key Employee" means (A) any employee or former
employee (and the beneficiaries of any such employee) who at any time during
the determination period was an officer of the Employer, if such individual's
annual compensation exceeds 150 percent of the dollar limitation under Code
section 415(c)(1)(A), (B) an owner (or considered an owner under Code section
318) of one of the ten largest interests in the employer if such individuals
compensation exceeds 100% of such dollar limitation, (C) a 5% owner of the
employer, or (4) a 1% owner of the employer who has an annual compensation of
more than $150,000. The "determination period" is the Plan Year containing the
Determination Date and the 4 preceding Plan Years. The determination of who is
a Key Employee will be made in accordance with Code section 416(i)(1) and the
regulations thereunder.
B.2.3 "Non-Key Employee" means any Employee who is not a
Key Employee.
B.2.4 "Super Top-Heavy Plan" means the Plan if it would
be a Top-Heavy Plan if "90%" were substituted for "60%" each time it appears in
Section B.2.5
B.2.5 "Top-Heavy Plan" means this Plan if any of the
following conditions exists:
- B-1 -
<PAGE> 59
B.2.5.1 If the Top-Heavy Ratio for the Plan
exceeds 60% and this Plan is not part of any Required Aggregation Group or
Permissive Aggregation Group of plans, or
B.2.5.2 If the Plan is a part of a Required
Aggregation Group of plans (but which is not part of a Permissive Aggregation
Group) and the Top-Heavy Ratio for the group of plans exceeds 60%.
B.2.5.3 Notwithstanding the above, the Plan
shall not be a Top-Heavy Plan if it is included in a Permissive Aggregation
Group, and after such inclusion the Top-Heavy Ratio for the group does not
exceed 60%.
B.2.6 "Top-Heavy Ratio" means the following:
B.2.6.1 If the Employer maintains one or more
defined benefit plans and the Employer has not maintained any defined
contribution plans (including any simplified employee pension plan) which
during the 5-year period, ending on the Determination Date(s) has or has had
account balances, the Top-Heavy Ratio for this Plan alone or for the Required
or Permissive Aggregation Group as appropriate is a fraction, the numerator of
which is the sum of the present values of accrued benefits of all Key Employees
as of the Determination Date(s) (including any part of any accrued benefit
distributed in the 5-year period ending on the Determination Date(s)), and the
denominator of which is the sum of all accrued benefits (including any part of
any accrued benefit distributed in the 5-year period ending on the
Determination Date(s)), determined in accordance with Code section 416 and
regulations thereunder.
B.2.6.2 If the Employer maintains one or more
defined benefit plans and the Employer maintains or has maintained one or more
defined contribution plans (including any Simplified Employee Pension Plan)
which during the 5-year period ending on the Determination Date(s) has or has
had any account balances, the Top-Heavy ratio for any Required or Permissive
Aggregation Group as appropriate is a fraction, the numerator of which is the
sum of the present value of accrued benefits under the aggregate defined
benefit plan or plans for all Key Employees, and the sum of account balances
under the defined aggregated contribution plan or plans for all Key Employees
as of the Determination Date(s), and the denominator of which is the sum of the
account balances under the aggregated defined contribution plan or plans and
the present values of accrued benefits under the aggregated defined benefit
plans for all Participants as of the Determination Date(s), all determined in
accordance with Code section 416 and the regulations thereunder. The account
balances under a defined contribution plan in both the numerator and
denominator of the Top-Heavy Ratio are
- B-2 -
<PAGE> 60
adjusted for any distribution of an account balance made in the 5-year period
ending on the Determination Date.
B.2.6.3 For purposes of Sections B.2.6.1 and
B.2.6.2 above, the value of account balances and the present value of accrued
benefits will be determined as of the most recent Valuation Date that falls
within the 12-month period ending on the Determination Date, except as provided
in Code section 416 and the regulations thereunder for the first and second
Plan Years of a defined benefit plan. The account balances and accrued
benefits of a Participant (1) who is not a Key Employee but who was a Key
Employee in a prior year, or (2) who has not received credit for an Hour of
Service from any employer maintaining the Plan at any time during the 5-year
period ending on the Determination Date will be disregarded. The calculation
of the Top-Heavy Ratio, and the extent to which distributions, rollovers, and
transfers are taken into account will be made in accordance with Code section
416 and the regulations thereunder. Deductible employee contributions will not
be taken into account for purposes of computing the Top-Heavy Ratio. When
aggregating plans, the value of account balances and accrued benefits will be
calculated with reference to the Determination Dates that fall within the same
calendar year.
B.2.6.4 Solely for the purpose of determining
if the Plan, or any other plan included in a Required Aggregation Group of
which this Plan is a part, is Top-Heavy (within the meaning of Code section 416
(g)) the accrued benefit of an Employee other than a key employee (within the
meaning of Code section 416(i)(1)) shall be determined under (a) the method, if
any, that uniformly applies for accrual purposes under all plans maintained by
the Company, or (b) if there is no such method, as if such benefit accrued no
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Code section 411(b)(1)(C).
B.3 Minimum Vesting Requirements. A Participant who is
credited with an Hour of Service after the Plan becomes a Top-Heavy Plan and
who has been credited with three Years of Service shall have a 100% vested
interest in his Company Matching Contribution Account.
B.4 Change in Top-Heavy Status. If the Plan becomes a
Top-Heavy Plan and subsequently ceases to be a Top-Heavy Plan, the vesting
schedule in Section B.3 shall continue to apply in determining the vested
percentage of the Company Matching Account of any Participant who had at least
three (3) Years of Service as of the last day of the last Plan Year in which
the Plan was a Top-Heavy Plan. For all other Participants, the vesting
schedule in Section B.3 shall apply only to their Company Matching Accounts as
of such last day.
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<PAGE> 61
B.5 Minimum Contribution Requirement.
B.5.1 This Plan shall provide a minimum contribution
allocation for each Participant who is a Non-Key Employee in an amount equal to
at least 3% of such Participant's Compensation for such Plan Year. Such 3%
minimum contribution shall be increased to 4% for any Plan Year in which the
Employer also maintains a Defined Benefit Plan if necessary to avoid the
application of section 416(h)(1) of the Code, and the minimum contribution
shall be made to this Plan prior to any Defined Benefit Plan maintained by the
Employer.
B.5.2 Unless the Plan is part of a Required Aggregation
Group and enables a Defined Benefit Plan that is included in such Required
Aggregation Group to satisfy sections 401(a)(4) or 410 of the Code, the
percentage minimum contribution required hereunder shall in no event exceed the
percentage contribution made for the Key Employee for whom such percentage is
the highest for the Plan Year.
B.5.3 The minimum contribution shall not be integrated
with Social Security benefits and shall be made for each Participant who is a
Non-Key Employee and who is employed at the end of the Plan Year in question,
regardless of whether such Non-Key Employee has been credited with 1,000 Hours
of Service in such Plan Year and regardless of such Non-Key Employee's level of
Compensation.
B.6 Adjustment for Super Top-Heavy Plan. If the Plan is a
Super Top-Heavy Plan for any Plan Year, then for purposes of Section C.3 of
Appendix C, the defined contribution fraction and the defined benefit fraction
shall be adjusted in the manner described in section 416(h)(1) of the Code.
- B-4 -
<PAGE> 62
APPENDIX C TO THE CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
LIMITATION ON BENEFITS
C.1 Basic Limitation. A Participant's Annual Addition in any
Limitation Year shall in no event exceed the lesser of:
C.1.1 $30,000 or, if greater, one-fourth of the defined
benefit dollar limitation set forth in Code section 415(b)(1) as in effect for
the Limitation Year; or
C.1.2 25% of the Limitation Compensation of the
Participant for such Limitation Year. The Limitation Compensation limit shall
not apply to (i) any contribution for medical benefits (within the meaning of
Code section 419A(f)(2) after separation from service which is otherwise
treated as an Annual Addition, or (ii) any amount otherwise treated as an
Annual Addition under Code section 415(l)(1).
C.2 Definitions. For purposes of this Appendix C only, the
following terms shall have the meanings set forth below:
C.2.1 "Annual Addition" means with respect to any
Participant, the sum of the following amounts allocated on behalf of such
Participant for the Limitation Year:
C.2.1.1 Contributions made by the Company
allocable with respect to such Participant;
C.2.1.2 Participant contributions;
C.2.1.3 Forfeitures allocable with respect to
such Participant;
C.2.1.4 Annual Additions attributable to all
welfare benefit funds as defined in Code section 419 (e) maintained
by the Company; and
C.2.1.5 Amounts allocated to an individual
medical account as defined in Code section 415(l)(1).
C.2.2 "Excess Amount" means the excess of the
Participant's Annual Additions over the limitation set forth in Section C.1,
less any loading and other administrative charges allocable to such excess.
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<PAGE> 63
C.2.3 "Limitation Compensation" means compensation as
defined for purposes of Code section 415. For purposes of this Section C.2.3,
Limitation Compensation only includes compensation actually paid or made
available during the applicable Limitation Year.
C.2.4 "Projected Annual Benefit" means the Participant's
annual benefit under a defined benefit plan payable in the form of a straight
life annuity computed on the assumptions that the Participant will remain
employed until Normal Retirement Age (or his current age, if later) and that
his Compensation will remain at its current level until that time.
C.3 Limitation for Participants in a Combination of Plans.
In the case of a Participant who participates in the Plan and any other
qualified defined contribution plan and a qualified defined benefit plan
maintained by the Company, the amount of the Annual Additions which may be
allocated to such Participant's accounts under this plan shall not exceed the
limitations in Section C.1 and, in addition, shall be reduced to the extent
necessary to prevent the decimal equivalent of the sum of the defined benefit
plan fraction and the defined contribution plan fraction in any Limitation year
from exceeding 1.0. For purposes of applying the limitations of this Section
C.3, the following rules shall apply:
C.3.1 Defined Benefit Fraction. For any Participant,
the fraction (determined as of the last day of the Limitation Year) which shall
have a numerator equal to the Projected Annual Benefit of the Participant and a
denominator which is equal to the lesser of:
C.3.1.1 1.25 multiplied by the dollar
limitation in effect under Code section 415(b)(1)(A) for such Limitation Year;
or
C.3.1.2 1.4 multiplied by 100% of the
Participant's average Compensation for his high three years.
C.3.2 Defined Contribution Fraction. For any
Participant, the fraction (determined as of the last day of the Limitation
Year) which shall have a numerator equal to the sum of all of the Participant's
Annual Additions and a denominator which is equal to the sum of the lesser of
the following amounts determined for such Limitation Year and for each prior
Limitation Year for which the Participant was credited with a Year of Service:
C.3.2.1 1.25 multiplied by the dollar
limitation in effect under Section C.1.1 for such Limitation Year; or
- C-2 -
<PAGE> 64
C.3.2.2 1.4 multiplied by 25% of the
Participant's Limitation Compensation for such Limitation Year.
C.4 Treatment of Similar Plans. The limitations of this
Appendix C with respect to any Participant who at any time has participated in
any other defined contribution plan which is qualified under Code section
401(a) or in more than one qualified defined benefit plan, maintained by the
Company, shall apply as if the total benefits payable under all such defined
benefit plans in which the Participant has been a participant were payable from
one plan, and as if the total Annual Additions made to all defined contribution
plans in which the Participant has been a participant were made to one plan.
C.5 Excess Amounts.
C.5.1 Determination of Estimated Limitation
Compensation. Prior to the determination of the Participant's actual
Limitation Compensation for a Limitation Year, the amounts referred to in
Section 11.1 may be determined on the basis of the Participant's estimated
annual Limitation Compensation for such Limitation Year. Such estimated annual
Limitation Compensation shall be determined on a reasonable basis and shall be
uniformly determined for all Participants similarly situated. Any Matching
Company Contributions (including any allocation of forfeitures), Before-Tax
Contributions and After-Tax Contributions based on estimated annual Limitation
Compensation shall be reduced by any Excess Amounts carried over from prior
years.
C.5.2 Determination of Actual Limitation Compensation.
As soon as is administratively feasible after the end of Limitation Year,
amounts referred to in Section C.1 shall be determined on the basis of the
Participant's actual Limitation Compensation for such Limitation Year.
C.5.3 Order of Determining Excess Amounts. If a
Participant's Annual Additions result in an Excess Amount, such Excess Amount
shall be deemed to consist of the amounts last allocated, except that Annual
Additions attributable to a welfare benefit fund shall be deemed to have been
allocated first regardless of the actual allocation date.
C.5.4 Simultaneous Allocation of Excess Amounts. If an
Excess Amount was allocated to a Participant on an allocation date of this Plan
which coincides with an allocation date of another defined contribution plan,
the Excess Amount attributed to this Plan shall be the product of:
- C-3 -
<PAGE> 65
C.5.4.1 The total Excess Amount allocated as
of such date (including any amount which would have been allocated but for the
limitations of Code section 415); times
C.5.4.2 The ratio of (A) the amount allocated
to the Participant as of such date under this Plan, divided by (B) the total
amount allocated as of such date under all defined contributions plans
(determined without regard to the limitations of Code section 415).
C.5.5 Disposition of Excess Amounts. If, pursuant to
Section C.1, there is an Excess Amount with respect to a Participant for a
Limitation Year, such Excess Amount shall be disposed of as follows:
C.5.5.1 First, any After-Tax Contributions, to
the extent their return would reduce the Excess Amount, shall be paid to the
Participant as soon as is administratively feasible. The Administrative
Committee shall certify to the Trustee(s) the amount of any such reduction to
be returned to any Participant and the name and address of the Participant.
C.5.5.2 Second, in the event the Participant
is in the service of the Company at the end of the Limitation Year, then such
Excess Amounts, as shall consist of Matching Company Contributions and
Before-Tax Contributions, shall not be distributed to the Participant, but
shall be reapplied to reduce future Matching Company Contributions (including
any allocation of forfeitures) and Before-Tax Contributions, respectively- in
that order, under the Plan for the next Limitation Year (and for each
succeeding Limitation Year as necessary) for such Participant, so that in each
such Limitation Year the sum of actual Matching Company Contributions
(including any allocations of forfeitures) and Before-Tax Contributions plus
the reapplied amount shall equal the amount of Matching Company contributions
(including any allocation of forfeitures) and Before-Tax Contributions which
would otherwise be allocated to such Participant's Matching Company
Contribution Account and Before-Tax Account respectively, and
C.5.5.3 Lastly, in the event the Participant
is not in the service of the Company at the end of the Limitation Year, then
such Excess Amounts, as shall consist of Matching Company Contributions and
Before-Tax Contributions, shall not be distributed to the Participant but shall
be held unallocated in a suspense account for the Limitation Year and shall be
used in the next Limitation Year (and succeeding Limitation Years, as
necessary) to reduce future Matching Company Contributions (including any
allocation of forfeitures) and Before-Tax Contributions for all remaining
Participants.
- C-4 -
<PAGE> 66
C.6 Reduction of Annual Addition. In making the reductions
required by Section C.3 the following adjustments with respect to the
Limitation Year, to the extent necessary, shall be made in the following order:
C.6.1 The After-Tax Contribution portion of such Annual
Addition shall be reduced.
C.6.2 If the Annual Addition still needs further
reduction, then his or her Before-Tax Contributions shall be reduced.
C.6.3 If the Annual Addition still needs further
reduction, then allocations to a Participant's Matching Company Contributions
Account shall be reduced appropriately.
C.7 Adjustment to Defined Benefit Plan. Notwithstanding the
provisions of Section C.6, in the event that the limitation prescribed under
Section C.3 is exceeded with respect to any Participant who participates in the
Plan and a qualified defined benefit plan maintained for the Company, the
Participant's benefits under the defined benefit plan shall be adjusted prior
to making any adjustments under the Plan.
- C-5 -
<PAGE> 67
APPENDIX D TO THE CAMPBELL SOUP COMPANY
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
CHANGE IN CONTROL
D.1 Termination or Amendment. Notwithstanding any provision
contained in the Plan to the contrary, for a period of two years following a
"Change in Control" (as hereinafter defined), the Plan may not be terminated or
amended in any way that would adversely affect the computation or amount of, or
entitlement to, benefits hereunder, including, but not limited to, (a) any
reduction in the right to make Before-Tax Contributions and After-Tax
Contributions by any individual who was an Employee on the date immediately
prior to a Change in Control, (b) a reduction in the level of Matching Company
Contributions with respect to such individuals or (c) any change in the
distribution or withdrawal provisions; provided, however, that the Plan may be
amended to the extent necessary to preserve its qualification under the Code.
Any amendment or termination of the Plan that (i) 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 (ii) otherwise arose in connection with or in
anticipation of a Change in Control, shall be null and void, and shall have no
effect whatsoever.
D.2 Transfer of Accounts, Merger or Consolidation.
Notwithstanding any provision contained in the Plan to the contrary, upon the
transfer of the Individual Accounts of Participants who are Employees on the
date immediately prior to a Change in Control (other than a transfer, which
together with all other transfers within the preceding two years, represents
the Individual Accounts of less than five percent of the Participants in the
Plan on the first day of such two year period) to any other trust of the
Company, or any other company, or entity, or upon a partial termination of the
Plan, in each case within the two year period following a Change in Control
(each, a "Triggering Event"), all Participants who are Employees on the date of
the Triggering Event or whose accounts are being transferred shall be fully
vested in their Matching Company Contributions Accounts.
D.3 Termination of Employment. Notwithstanding any provision
contained in the Plan to the contrary, if the employment of any Participant who
was an Employee on the date immediately prior to the date of a Change in
Control is terminated by the Company for any reason (other than for Cause (as
hereinafter defined) within two years following a Change in Control, such
Participant shall be fully vested in his Matching Company Contributions
Account.
D.4 Cause. For purposes of the Plan, the Company may
terminate the Employee's employment for "Cause" if the Employee (a) has been
convicted of a felony,
- D-1 -
<PAGE> 68
or (b) has engaged in conduct that constitutes willful gross misconduct that 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 has acted, or failed to act, with an absence of good faith
and without a reasonable belief that his action or failure to act was in the
best interest of the Company.
D.5 Change in Control. For purposes of the Plan, a "Change
in Control" shall mean any of the following events:
D.5.1 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 or more of the combined voting power of
Campbell's then outstanding voting securities (the "Voting Securities"),
provided, however, that for purposes of this Section D.5.1, the Voting
Securities acquired directly from Campbell 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
D.5.2 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 Campbell's stockholders, 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
D.5.3 Approval by stockholders of Campbell of (1) a
merger or consolidation involving Campbell if the stockholders of Campbell,
immediately before such merger or consolidation, do not own, directly or
indirectly immediately following such merger or consolidation, more than eighty
percent 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 Campbell or an agreement for the sale or other disposition of
all or substantially all of the assets of Campbell; or
D.5.4 Acceptance of stockholders of Campbell of shares
in a share exchange if the stockholders of Campbell, immediately before such
share exchange, do not own, directly or indirectly immediately following such
share exchange, more than eighty percent of the combined voting power of the
outstanding voting securities of the
- D-2 -
<PAGE> 69
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 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 that, immediately
prior to such acquisition, is owned directly or indirectly by the stockholders
of Campbell in the same proportion as their ownership of stock in Campbell
immediately prior to such acquisition, (iii) any "Grandfathered Dorrance Family
Stockholder" (as hereinafter defined) or (iv) any Person who has acquired such
Voting Securities directly from any Grandfathered Dorrance Family Stockholder
but only if such Person has executed an agreement that is approved by
two-thirds of the Board of Directors 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 Stockholder" means at
any time a "Dorrance Family Stockholder" (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 Campbell, (x) Voting Securities acquired
directly from another Grandfathered Dorrance Family Stockholder, (y) Voting
Securities that are also Beneficially Owned by other Grandfathered Dorrance
Family Stockholders at the time in question, and (z) Voting Securities acquired
after January 25, 1990 other than directly from Campbell or from another
Grandfathered Dorrance Family Stockholder 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 of
the Voting Securities outstanding at the time of such acquisition. A "Dorrance
Family Stockholder" who or that 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 Stockholder at the time in question. For purposes of this Section,
"Dorrance Family Stockholders" means 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.
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<PAGE> 70
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 Campbell that, 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 Campbell, and after such share acquisition by Campbell, the
Subject Person becomes the Beneficial Owner of any additional Voting Securities
that increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.
D.6 Appendix D Amendment. Notwithstanding any provision
contained in the Plan to the contrary, no provision of this Appendix D may be
amended at any time prior to the end of the two year period following a Change
in Control unless such amendment has been previously consented to in writing by
at least seventy-five percent of the Participants who are Employees on the
effective date of any such amendment.
D.7 Successors. Notwithstanding any provision contained in
the Plan to the contrary, the provisions of this Appendix D shall be binding
upon Campbell and its successors.
D.8 Severability. Notwithstanding any provision contained in
the Plan to the contrary, the provisions of this Appendix D shall be deemed
severable and the validity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
D.9 Contrary Provisions. The provisions of this Appendix D
shall govern, notwithstanding anything contained in the Plan to the contrary.
ADMINISTRATIVE COMMITTEE OF
CAMPBELL SOUP COMPANY SAVINGS AND 401(K) PLAN
FOR SALARIED EMPLOYEES
By: /s/ Gerald S. Lord
----------------------------
Vice President - Treasurer 12/21/94
- D-4 -
<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. We also consent to the incorporation by reference of our
report dated April 15, 1994, which appears on page 2 of the Campbell Soup
Company Savings and 401(k) Plan for Salaried Employees annual report on Form
11-K for the year ended December 31, 1993.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
May 24, 1995
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
FORM S-8 REGISTRATION STATEMENT FOR
CAMPBELL SOUP COMPANY SAVINGS AND 401(K)
PLAN FOR SALARIED EMPLOYEES
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 July 30, 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 Savings and 401(k) Plan for
Salaried Employees, 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
Signature Date
--------- ----
/S/David W. Johnson May 25, 1995
- -------------------------------------
David W. Johnson
Chairman, President and Chief
Executive Officer and Director
(Principal Executive Officer and
Principal Financial Officer)
/S/Alva A. App May 25, 1995
- -------------------------------------
Alva A. App
Director
/S/Robert A. Beck May 25, 1995
- -------------------------------------
Robert A. Beck
Director
/S/Edmund M. Carpenter May 25, 1995
- -------------------------------------
Edmund M. Carpenter
Director
<PAGE> 2
Power of Attorney (cont'd)
Form S-8 Registration Statement
Campbell Soup Company Savings
and 401(k) Plan for Salaried
Employees
/S/Bennett Dorrance May 25, 1995
- -------------------------------------
Bennett Dorrance
Vice Chairman and Director
/S/John T. Dorrance, III May 25, 1995
- -------------------------------------
John T. Dorrance, III
Director
/S/Thomas W. Field, Jr. May 25, 1995
- -------------------------------------
Thomas W. Field, Jr.
Director
/S/Philip E. Lippincott May 25, 1995
- -------------------------------------
Philip E. Lippincott
Director
/S/Mary Alice Malone May 25, 1995
- -------------------------------------
Mary Alice Malone
Director
May 25, 1995
- -------------------------------------
Charles H. Mott
Director
/S/Ralph A. Pfeiffer, Jr. May 25, 1995
- -------------------------------------
Ralph A. Pfeiffer, Jr.
Director
/S/Donald M. Stewart May 25, 1995
- -------------------------------------
Donald M. Stewart
Director
/S/George Strawbridge, Jr May 25, 1995
- -------------------------------------
George Strawbridge, Jr.
Director
/S/Robert J. Vlasic May 25, 1995
- -------------------------------------
Robert J. Vlasic
Director
/S/Charlotte C. Weber May 25, 1995
- -------------------------------------
Charlotte C. Weber
Director
<PAGE> 3
CAMPBELL SOUP COMPANY
CERTIFICATION
I, the undersigned Corporate Secretary of Campbell Soup Company, a New
Jersey corporation, certify that the attached document, entitled
"FORM S-8 REGISTRATION STATEMENT"
is a true copy of a resolution adopted by the Board of Directors of Campbell
Soup Company on May 25, 1995, at a meeting throughout which a quorum was
present, and that the same is still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of Campbell Soup Company this 26th day of May, 1995.
/s/ John J. Furey
-----------------
John J. Furey
Corporate Secretary
<PAGE> 4
CAMPBELL SOUP COMPANY
Board of Directors Resolution
May 25, 1995
* * *
FORM S-8 REGISTRATION STATEMENT
RESOLVED, that the Form S-8 Registration Statement relating to
Campbell Soup Company Savings and 401(k) Plan for Salaried Employees is
approved in the form presented to this meeting.
FURTHER RESOLVED, that the Chairman, President, Chief Executive
Officer and the Vice President - Controller of Campbell Soup Company are
authorized to execute the Form S-8 approved by this resolution and to cause
such Form S-8 to be filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, with such modifications as may be required by
the Commission or as may be desirable in the opinion of such officers.
FURTHER RESOLVED, that each of the directors and the Chairman,
President and Chief Executive Officer of Campbell Soup Company are each hereby
authorized to execute in their respective capacities, a power of attorney in
favor of John M. Coleman and John J. Furey, and each of them severally,
designating such persons as the true power and authority to execute and to
cause to be filed with the Securities and Exchange Commission the Form S-8 with
all exhibits and other documents in connection therewith as such
attorneys-in-fact, or either one of them, may deem necessary or desirable; and
to do and perform each and every act and thing necessary or desirable to be
done in and about the premises as fully to all intents and purposes as such
officers and directors could do themselves.
