<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
--------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
--------------------------------------------------------------------------------
(3) Filing party:
--------------------------------------------------------------------------------
(4) Date filed:
--------------------------------------------------------------------------------
<PAGE> 2
[Campbell Soup Company Logo]
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
OCTOBER 10, 2000
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
FRIDAY, NOVEMBER 17, 2000
11:00 A.M., EASTERN TIME
THE LAKELAND CENTER
700 WEST LEMON STREET
LAKELAND, FLORIDA 33815
AGENDA
1. ELECT DIRECTORS.
2. APPROVE AMENDMENTS OF THE COMPANY'S MANAGEMENT WORLDWIDE INCENTIVE PLAN.
3. APPROVE AMENDMENTS OF THE COMPANY'S 1994 LONG-TERM INCENTIVE PLAN.
4. RATIFY APPOINTMENT OF AUDITORS.
5. ACT UPON A SHAREOWNER PROPOSAL.
6. TRANSACT ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE THE MEETING.
Shareowners of record at the close of business on September 19, 2000 will
be entitled to vote.
Your vote is important. In order to have as many shares as possible
represented, kindly SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE
ENVELOPE PROVIDED OR VOTE BY PHONE OR THE INTERNET (see instructions on proxy
card).
By Order of the Board of Directors,
/s/ JOHN J. FUREY
John J. Furey
Corporate Secretary
IMPORTANT
Please note that a ticket is required for admission to the meeting. If you
plan to attend and shares are registered in your name as of September 19, 2000,
please check the appropriate box on your proxy card or when voting on the
Internet or indicate when prompted if voting by telephone. A ticket of admission
will be forwarded to you. If your shares are held in the name of a broker or
other nominee, please follow the instructions on page 31 to obtain an admission
ticket.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROXY STATEMENT PAGE
--------------- ----
<S> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
* Item 1 -- Election of Directors............................. 1
Security Ownership of Directors and Executive Officers...... 5
Security Ownership of Certain Beneficial Owners............. 6
Director Attendance......................................... 8
Director Compensation....................................... 8
Board Committees............................................ 9
Certain Relationships and Related Transactions.............. 11
Corporate Governance........................................ 11
Compensation of Executive Officers.......................... 14
-- Compensation and Organization Committee's Report on
Executive Compensation.................................. 14
-- Compensation and Organization Committee Interlocks and
Insider Participation................................... 17
-- Summary Compensation Table.............................. 18
-- Option Grants in Last Fiscal Year....................... 20
-- Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values........................... 21
-- Return to Shareowners Performance Graph................. 21
-- Pension Plans........................................... 22
-- Termination Arrangements................................ 22
* Item 2 -- Approval of Amendments of the Management Worldwide
Incentive Plan.............................................. 24
* Item 3 -- Approval of Amendments of the 1994 Long-Term
Incentive Plan.............................................. 25
* Item 4 -- Ratification of Appointment of Auditors........... 27
* Item 5 -- Shareowner Proposal............................... 28
Submission of Shareowner Proposals.......................... 29
Directors and Executive Officers Stock Ownership Reports.... 29
Other Matters............................................... 30
Proxies and Voting at the Meeting........................... 30
Information About Attending the Meeting..................... 31
Management Worldwide Incentive Plan -- Appendix A
1994 Long-Term Incentive Plan -- Appendix B
</TABLE>
------------------
* Denotes items to be voted on at the meeting.
NOTE: SHAREOWNERS MAY RECEIVE A COPY OF THE COMPANY'S ANNUAL FORM 10-K
REPORT WITHOUT CHARGE BY:
(1) WRITING TO INVESTOR RELATIONS, CAMPBELL SOUP COMPANY, CAMPBELL PLACE,
CAMDEN, NJ 08103-1799;
(2) CALLING 1-888-747-SOUP (1-888-747-7687); OR
(3) LEAVING A MESSAGE ON CAMPBELL'S HOME PAGE AT www.campbellsoup.com.
<PAGE> 4
ITEM 1
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES
The Board of Directors of the Company, pursuant to the By-Laws, has
determined that the number of Directors of the Company shall be sixteen. The
directors are to be elected to hold office until the next Annual Meeting of the
Shareowners and until their successors are elected and shall have qualified.
Directors are elected by a plurality of the votes cast. Except as otherwise
specified in the proxy, proxies will be voted for election of the nominees named
below.
If a nominee becomes unable or unwilling to serve, proxies will be voted
for election of such person as shall be designated by the Board of Directors.
Management knows of no reason why any nominee shall be unable or unwilling to
serve.
The following table sets forth certain information concerning the nominees
at September 19, 2000:
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
---- -------------------------------------- --- --------
<S> <C> <C> <C>
[PHOTOGRAPH] (1) Retired Senior Scientific Adviser to the 68 1986
Alva A. App United Nations Development Programme.
[PHOTOGRAPH] (1) President and Chief Executive Officer of 58 1990
Edmund M. Carpenter Barnes Group Inc since December 1998.
Previously Senior Managing Director of Clayton
Dubilier & Rice. Former Chairman and Chief
Executive Officer of General Signal
Corporation.
(2) Director of Barnes Group Inc, Dana
Corporation, Texaco, Inc. and Allied
World-Wide.
[PHOTOGRAPH] (1) Private investor and Chairman and Managing 54 1989
Bennett Dorrance Director of DMB Associates in Phoenix, Arizona.
</TABLE>
1
<PAGE> 5
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
---- -------------------------------------- --- --------
<S> <C> <C> <C>
[PHOTOGRAPH] (1) Management Consultant, Field & Associates. 66 1987
Thomas W. Field, Jr. Previously Chairman and Chief Executive Officer
of ABCO Foods, Inc. Former Chairman, President
and Chief Executive Officer of McKesson
Corporation.
(2) Director of Stater Brothers Market, Inc.
[PHOTOGRAPH] (1) Chairman and Chief Executive Officer of 56 1996
Kent B. Foster Ingram Micro, Inc. since May 2000. Previously
President of GTE Corp.
(2) Director of J.C. Penney Company, Inc., New
York Life Insurance Company and Ingram Micro
Inc.
[PHOTOGRAPH] (1) Chairman and Chief Executive Officer of 61 1996
Harvey Golub American Express Company since 1993. Previously
Vice Chairman of American Express Company and
Chief Executive Officer of American Express
Financial Advisors.
(2) Director of American Express Company and
Dow Jones & Company, Inc.
[PHOTOGRAPH] (1) President and Chief Executive Officer of 68 2000
David W. Johnson Campbell Soup Company since March 2000.
Previously served as Chairman (1993-1999) and
CEO (1990-1997) of Campbell Soup Company.
(2) Director of Colgate-Palmolive Company and
Duane Reade, Inc.
[PHOTOGRAPH] (1) Chairman and Chief Executive of The Bank of 61 1995
David K. P. Li East Asia, Limited since 1991.
(2) Director of Dow Jones & Company, Inc., The
Bank of East Asia, Limited, The Hong Kong &
China Gas Company Limited, Sime Darby Hong Kong
Limited.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
---- -------------------------------------- --- --------
<S> <C> <C> <C>
[PHOTOGRAPH] (1) Chairman of Campbell Soup Company since 64 1984
Philip E. Lippincott August 1999. Former Chairman and Chief
Executive Officer of Scott Paper Company.
(2) Director of Exxon Mobil Corporation.
Trustee of The Penn Mutual Life Insurance
Company.
[PHOTOGRAPH] (1) Private investor and President of Iron 50 1990
Mary Alice D. Malone Spring Farm, Inc.
[PHOTOGRAPH] (1) President and Chief Executive Officer of 68 1990
Charles H. Mott John W. Bristol & Co., Inc., an investment
management firm.
[PHOTOGRAPH] (1) Retired Chairman and Chief Executive 55 1999
Charles R. Perrin Officer of Avon Products, Inc. (1998-1999).
Former Chairman and Chief Executive Officer of
Duracell International, Inc. (1994-1996).
[PHOTOGRAPH] (1) President and Chief Executive Officer of 59 1995
George M. Sherman Danaher Corporation since 1990.
(2) Director of Danaher Corporation.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME (2) OTHER BUSINESS AFFILIATIONS AGE SINCE
---- -------------------------------------- --- --------
<S> <C> <C> <C>
[PHOTOGRAPH] (1) President and Chief Executive Officer of 62 1992
Donald M. Stewart the Chicago Community Trust since June 2000.
Previously Senior Program Officer of the
Carnegie Corporation (1999-2000). Previously
President and Chief Executive Officer of The
College Board.
(2) Director of Principal Financial Group and
The New York Times Company.
[PHOTOGRAPH] (1) Private investor. 62 1988
George Strawbridge, Jr.
[PHOTOGRAPH] (1) Private investor and President and Chief 57 1990
Charlotte C. Weber Executive Officer of Live Oak Stud and Live Oak
Properties.
</TABLE>
4
<PAGE> 8
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding beneficial ownership
of Campbell's Capital Stock, as of September 19, 2000, of each Director, the
Company's five most highly compensated Executive Officers and the Directors and
Executive Officers as a group, and also sets forth Campbell stock units credited
to the individual's deferred compensation account. The account reflects the
election of the individuals to defer previously earned compensation and pending
awards of restricted performance stock into Campbell stock units. The
individuals are fully at risk as to the price of Campbell stock in their
deferred stock accounts. Additional stock units are credited to the accounts to
reflect accrual of dividends. The stock units do not carry any voting rights.
Unrestricted deferred Campbell stock units are included in calculating the
Company required stock ownership for directors and executives.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
AGGREGATE NUMBER TOTAL NUMBER OF
OF SHARES CAMPBELL STOCK SHARES AND
NAME BENEFICIALLY OWNED(a) DEFERRED DEFERRED STOCK
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alva A. App 16,845(b) 14,470 31,315
------------------------------------------------------------------------------------------------------------
Edmund M. Carpenter 15,359 10,436 25,795
------------------------------------------------------------------------------------------------------------
Bennett Dorrance 51,749,672(c) 8,816 51,764,745
------------------------------------------------------------------------------------------------------------
Thomas W. Field, Jr. 38,737 24,871 63,608
------------------------------------------------------------------------------------------------------------
Kent B. Foster 4,988 10,572 15,560
------------------------------------------------------------------------------------------------------------
Harvey Golub 8,716 11,721 20,437
------------------------------------------------------------------------------------------------------------
David W. Johnson 1,883,735 0 1,883,735
------------------------------------------------------------------------------------------------------------
David K. P. Li 12,525 12,919 25,444
------------------------------------------------------------------------------------------------------------
Philip E. Lippincott 28,020 4,297 32,317
------------------------------------------------------------------------------------------------------------
Mary Alice D. Malone 54,124,685(d) 10,130 54,134,815
------------------------------------------------------------------------------------------------------------
Charles H. Mott 55,583,922(e) 13,856 55,597,778
------------------------------------------------------------------------------------------------------------
Charles R. Perrin 5,350 2,541 7,891
------------------------------------------------------------------------------------------------------------
George M. Sherman 8,725 16,054 24,779
------------------------------------------------------------------------------------------------------------
Donald M. Stewart 12,726 8,073 20,799
------------------------------------------------------------------------------------------------------------
George Strawbridge, Jr. 8,125,371(f) 3,515 8,128,886
------------------------------------------------------------------------------------------------------------
Charlotte C. Weber 22,122,627(g) 4,920 22,127,547
------------------------------------------------------------------------------------------------------------
Basil L. Anderson 397,649 101,280 498,929
------------------------------------------------------------------------------------------------------------
F. Martin Thrasher 301,674 42,872 344,546
------------------------------------------------------------------------------------------------------------
Ellen O. Kaden 40,144 42,241 82,385
------------------------------------------------------------------------------------------------------------
Craig W. Rydin 113,810 31,798 145,608
------------------------------------------------------------------------------------------------------------
All directors and executive officers
as a group (25 persons) 195,197,380 495,983 195,693,363
------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The shares shown include 2,175,552 shares of Capital Stock with respect to
which Directors and Executive Officers have a right, as of November 19,
2000, to acquire beneficial ownership because of vested stock options. All
persons listed own less than 1% of the Company's outstanding shares of
Capital Stock, except:
<TABLE>
<CAPTION>
% OF OUTSTANDING
SHARES
----------------
<S> <C>
Bennett Dorrance 12.3%
Mary Alice D. Malone 12.9%
Charles H. Mott 13.2%
George Strawbridge, Jr. 1.9%
Charlotte C. Weber 5.3%
</TABLE>
All Directors & Executive Officers (25 persons) as a group beneficially own
46.4% of the outstanding shares.
5
<PAGE> 9
(b) Share ownership shown does not include 468 shares held by Alva App's wife,
as to which he disclaims beneficial ownership.
(c) Bennett Dorrance is a grandson of John T. Dorrance, the brother of Mary
Alice D. Malone, and a cousin of George Strawbridge and Charlotte C. Weber.
Share ownership shown does not include 542,345 shares held as guardian for
one of his children nor 542,389 shares held as trustee for one of his
children, as to which shares he disclaims beneficial ownership. See also
"Principal Shareowners" below. Does not include 950,700 shares held by the
Dorrance Family Foundation.
(d) Mary Alice D. Malone is a granddaughter of John T. Dorrance, the sister of
Bennett Dorrance and a cousin of George Strawbridge and Charlotte C. Weber.
Share ownership shown does not include 131,424 shares held by trusts for
her children, as to which shares she disclaims beneficial ownership. See
also "Principal Shareowners" below.
(e) Share ownership shown for Charles Mott includes 55,561,400 shares held by
the Voting Trust over which he, as a Trustee, has shared voting power.
Reference is also made to "Principal Shareowners." In September 1990 the
Trustees of the Voting Trust defined in "Principal Shareowners" below
requested the Company's Governance Committee to nominate Charles Mott as a
candidate for election as a director.
(f) George Strawbridge is a grandson of John T. Dorrance and a cousin of
Charlotte C. Weber, Bennett Dorrance and Mary Alice D. Malone. Share
ownership shown does not include 14,614,902 shares held by various trusts,
of which he is a trustee, for the benefit of his sister and her children,
as to which shares he disclaims beneficial ownership. Does not include
2,355,844 shares held by trusts for the benefit of his descendants as to
which shares he disclaims beneficial ownership.
(g) Charlotte C. Weber is a granddaughter of John T. Dorrance and a cousin of
George Strawbridge, Bennett Dorrance and Mary Alice D. Malone. Share
ownership shown includes 22,052,192 shares held by two trusts of which she
is a co-trustee and 49,858 shares held by a foundation of which she is also
a co-trustee, for all of which she has shared voting and dispositive power.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At the close of business on September 19, 2000, the record date for the
meeting, there were outstanding and entitled to vote 420,595,446 shares of
Campbell Capital Stock, all of one class and each having one vote. The holders
of a majority of the shares outstanding and entitled to vote, present in person
or represented by proxy, constitute a quorum for the meeting.
PRINCIPAL SHAREOWNERS
Information concerning the owners of more than 5% of the outstanding
Campbell Capital Stock as of the record date for the meeting follows:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT/NATURE OF OUTSTANDING
NAME/ADDRESS BENEFICIAL OWNERSHIP STOCK
------------ -------------------- -----------
<S> <C> <C>
Bennett Dorrance.......................................... 51,749,672 Note (1) 12.3%
DMB Associates,
7600 E. Doubletree Ranch Road
Suite 300
Scottsdale, AZ 85258
Mary Alice D. Malone...................................... 54,124,685 Note (2) 12.9%
Iron Spring Farm, Inc.
75 Old Stottsville Road
Coatesville, PA 19320
Charlotte C. Weber........................................ 22,122,627 Note (3) 5.3%
Live Oak Properties,
P.O. Box Drawer 2108
Ocala, FL 34478
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT/NATURE OF OUTSTANDING
NAME/ADDRESS BENEFICIAL OWNERSHIP STOCK
------------ -------------------- -----------
<S> <C> <C>
Dorrance H. Hamilton, Charles H. Mott and
John A. van Beuren, Voting Trustees under the Major
Stockholders' Voting Trust dated as of June 2, 1990
("Voting Trust") and related persons, .................... 57,079,427 Note (4) 13.6%
P. O. Box 4098
Middletown, RI 02842
Note (5)
</TABLE>
------------------
(1) A director nominee. See note (c) on page 6. The shares shown include 6,257
shares of Capital Stock with respect to which Bennett Dorrance has the right
to acquire beneficial ownership because of vested stock options.
(2) A director nominee. See note (d) on page 6. The shares shown include 6,257
shares of Capital Stock with respect to which Mary Alice D. Malone has the
right to acquire beneficial ownership because of vested stock options.
(3) A director nominee. See note (g) on page 6. The shares shown include 6,257
shares of Capital Stock with respect to which Charlotte Weber has the right
to acquire beneficial ownership because of vested stock options.
(4) Charles Mott is a director nominee. See note (e) on page 6. Includes
55,561,400 shares (13.2% of the outstanding shares) held by the Voting
Trustees with sole voting power and 1,518,027 shares held by participants
outside the Voting Trust or by persons related to them, for a total of
57,079,427 shares (13.6% of the outstanding shares). Includes (i) 25,877,605
shares (6.2% of the outstanding shares) with shared dispositive power held
by trusts, of which Dorrance Hamilton is a trustee, 200 Eagle Road, Suite
316, Wayne, PA 19087, and (ii) 6,179,209 shares with sole dispositive power
held by Hope H. van Beuren and 6,717,130 shares with sole dispositive power
held by her husband, John van Beuren, P.O. Box 4098, Middletown, RI 02842.
John and Hope van Beuren also hold 14,386,931 shares with shared dispositive
power, including shares held by family partnerships and a family trust for a
total of 6.5% of the outstanding shares. Participants in the Voting Trust
have certain rights to withdraw shares deposited with the Voting Trustees
including the right to withdraw these shares prior to any annual or special
meeting of the Company's shareowners. Dispositive power as used above means
the power to direct the sale of the shares; in some cases it does not
include the power to direct how the proceeds of a sale can be used. The
Voting Trust was formed by certain descendants (and spouses, fiduciaries and
a related foundation) of the late John T. Dorrance. The participants have
indicated that they formed the Voting Trust as a vehicle for acting together
as to matters which may arise affecting the Company's business, in order to
obtain their objective of maximizing the value of their shares.
The Trustees will act for participants in communications with the Company's
Board of Directors. Participants believe the Voting Trust may also
facilitate communications between the Board and the participants.
(5) Under the Voting Trust Agreement, all shares held by the Voting Trust will
be voted by the Trustees, whose decision must be approved by at least two
Trustees if there are three Trustees then acting. In the event of a
disagreement among the Trustees designated by the family groups
participating in the Voting Trust, the shares of the minority may be
withdrawn. The Voting Trust continues until June 1, 2003, unless it is
sooner terminated or extended.
The foregoing information relating to Principal Shareowners is based upon
the Company's stock records and data supplied to the Company by the holders as
of the record date for the meeting.
7
<PAGE> 11
DIRECTOR ATTENDANCE
During fiscal 2000 (ended July 30, 2000), the Board of Directors met 11
times, 7 regular meetings and 4 special meetings. Directors meet their
responsibilities by attending Board and Committee meetings and through
communication with the Chairman, the Chief Executive Officer and other members
of management on matters affecting the Company. All directors attended at least
75% of scheduled Board meetings and meetings held by Committees of which they
were members, except Kent Foster and David Li.
DIRECTOR COMPENSATION
In fiscal 2000 the Board approved a new director compensation program that
is designed to deliver annual compensation at the median of the Performance Peer
Group (19 food companies, including Campbell's key competitors), with the
potential for enhanced value from future stock price appreciation, and to link
compensation more closely to returns to shareowners. Under the new program,
annual compensation is delivered 50% in stock options (based on the
Black-Scholes valuation model and the stock price on December 31 of each year);
30% in Campbell common stock (based on the closing stock price on December 31 of
each year); and approximately 20% in cash (depending on meeting attendance
fees). Directors may elect to receive additional stock options in lieu of the
cash payments and/or annual stock grant. They may also elect to defer all or a
portion of compensation. Directors are also reimbursed for actual travel
expenses.
For calendar year 2000, the Board determined that median annual director
compensation should be approximately $113,000. The components of compensation
were as follows:
<TABLE>
<CAPTION>
<S> <C>
-------------------------------------------------------------------------------------------
Annual Stock Grant* 877 shares of Campbell stock
-------------------------------------------------------------------------------------------
Annual Option Grant** 5,045 options
-------------------------------------------------------------------------------------------
Annual Retainer for Committee Chair $4,000
-------------------------------------------------------------------------------------------
Board Attendance Fee (per in-person meeting) $1,250
-------------------------------------------------------------------------------------------
Board Attendance Fee (per conference call meeting) $625
-------------------------------------------------------------------------------------------
Committee Attendance Fee (per in-person meeting) $1,000
-------------------------------------------------------------------------------------------
Committee Attendance Fee (per conference call meeting) $500
-------------------------------------------------------------------------------------------
</TABLE>
------------------
* Campbell shares were issued on January 1, 2000.
** Options were granted on January 1, 2000, at an exercise price of $38.50.
Options are granted at the market price on the grant date and may not be
repriced.
Philip Lippincott, who was the non-executive Chairman during all of fiscal
2000, received a retainer of $400,000 and a one-time payment of $300,000 in
addition to the regular retainer and fees paid to all non-employee directors.
The retainer was paid $200,000 in cash and $200,000 in stock options. Mr.
Lippincott received 15,385 options with an exercise price of $43.91. The options
had a value of $200,000 based on the Black-Scholes valuation model and the stock
price on August 1, 1999, the date of the grant.
BENEFITS
The Company does not provide pensions, medical benefits or other benefit
programs to directors.
8
<PAGE> 12
BOARD COMMITTEES
Pursuant to the by-laws, the Board had established five standing committees
as of the record date. The Committees are Audit, Compensation and Organization,
Executive, Finance and Corporate Development, and Governance. Membership as of
the record date was as follows:
<TABLE>
<CAPTION>
COMPENSATION
AUDIT AND ORGANIZATION EXECUTIVE
----- ---------------- ---------
<S> <C> <C>
G.M. Sherman, Chair H. Golub, Chair P.E. Lippincott
T.W. Field, Jr. E.M. Carpenter A.A. App
A.A. App P.E. Lippincott B. Dorrance
K.B. Foster M.D. Malone T.W. Field, Jr.
M.D. Malone G.M. Sherman G. Strawbridge, Jr.
C.R. Perrin D.M. Stewart
D.M. Stewart C.C. Weber
C.C. Weber
</TABLE>
<TABLE>
<CAPTION>
FINANCE AND
CORPORATE DEVELOPMENT GOVERNANCE
--------------------- ----------
<S> <C> <C>
C.H. Mott, Co-Chair G. Strawbridge, Jr., Chair
B. Dorrance, Co-Chair A.A. App
E.M. Carpenter B. Dorrance
H. Golub T.W. Field, Jr.
D.K.P. Li K.B. Foster
G.M. Sherman C.H. Mott
G. Strawbridge, Jr. C.R. Perrin
</TABLE>
AUDIT COMMITTEE 4 meetings in fiscal 2000
-- Reviews the performance of and recommends the appointment of the
Company's independent accountants;
-- Reviews the scope and results of the audit plans of the independent
accountants and the internal auditors;
-- Oversees the scope and adequacy of the Company's internal accounting
control and record-keeping systems;
-- Reviews the objectivity, effectiveness and resources of the internal
audit function, which reports directly to the Committee;
-- Confers independently with the internal auditors and the independent
accountants;
-- Reviews the audited financial statements to be included in the annual
report;
-- Reviews non-audit services to be performed by the independent
accountants and all relationships the independent accountants have with
the Company; and
-- Determines the appropriateness of fees for audit and non-audit services
performed by the independent accountants.
COMPENSATION AND ORGANIZATION COMMITTEE 8 meetings in fiscal 2000
-- Develops and recommends to the Board an annual performance evaluation of
the Chief Executive Officer;
-- Reviews and recommends to the Board salary and incentive compensation,
including bonus, stock options and restricted stock, for the Chief
Executive Officer;
-- Reviews and approves the salaries and incentive compensation for senior
executives;
-- Reviews and approves the short-term and long-term incentive compensation
programs, including the performance goals;
9
<PAGE> 13
-- Reviews the salary structure and the apportionment of compensation among
salary and short-term and long-term incentive compensation;
-- Reviews and approves the incentive compensation to be allocated to
employees;
-- Reviews and recommends to the Board significant changes in the design of
employee benefit plans;
-- Reviews, prior to becoming effective, any major organization change that
the Chief Executive Officer intends to implement; and
-- Reviews executive organization and principal programs for executive
development, and annually reports to the Board on management development
and succession planning.
EXECUTIVE COMMITTEE No meetings in fiscal 2000
-- Exercises all the powers of the Board when the Board is not in session,
except as otherwise provided by New Jersey law.
FINANCE AND CORPORATE DEVELOPMENT 7 meetings in fiscal 2000
-- Reviews and recommends to the Board all issuances, sales or repurchases
of equity and long-term debt;
-- Reviews and recommends changes in the Company's capital structure;
-- Reviews and recommends the capital budget and capital expenditure
program;
-- Reviews and recommends acquisitions, divestitures, joint ventures,
partnerships or combination of business interests;
-- Recommends proposed appointments to the Administrative Committee of the
pension plans; and
-- Oversees the administration and the investment policies and practices of
the Company's retirement and pension plans.
GOVERNANCE COMMITTEE 5 meetings in fiscal 2000
Reviews and makes recommendations to the Board regarding:
-- The organization and structure of the Board;
-- Qualifications for director candidates;
-- Candidates for election to the Board;
-- Evaluation of the Chairman's performance;
-- Candidate for the position of Chairman of the Board;
-- Chairpersons and members for appointment to the Board Committees;
-- Remuneration for Board members who are not employees; and
-- The role and effectiveness of the Board, the respective Board Committees
and the individual Directors in the Company's corporate governance
process.
The Governance Committee seeks potential nominees for Board membership in
various ways and will consider suggestions submitted by shareowners. Such
suggestions, together with appropriate biographical information, should be
submitted to the Corporate Secretary of the Company.
Actions taken by any of the foregoing committees are reported to the Board
and the Board receives a copy of the minutes of all Committee meetings.
10
<PAGE> 14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Bennett Dorrance and Mary Alice D. Malone are directors of Campbell. Each
owns more than 10% of the common stock of and is a creditor of Vlasic Foods
International Inc. ("Vlasic"). Vlasic was spun off from Campbell in 1998. During
fiscal 2000 Campbell paid Vlasic approximately $91 million related to: (1)
contract manufacturing of frozen food products for Campbell's food service
business in the U.S.; (2) supply agreements for mushrooms; (3) distribution
services agreements; and (4) other transactions. Vlasic paid Campbell during
fiscal 2000 approximately $16 million for contract manufacturing of frozen food
products and certain transition services, such as benefit record keeping and
computer services.
CORPORATE GOVERNANCE
The Board of Directors is responsible for the control and direction of the
Company. It represents and is accountable only to shareowners. The Board's prime
purpose is to build long-term shareowner wealth.
Corporate governance is designed to drive superior performance of the
Company by making the most effective use of the collective skills and experience
of directors. Campbell believes that good governance is a source of competitive
advantage.
CORPORATE GOVERNANCE STANDARDS
Campbell first published Corporate Governance Standards in its proxy in
1992. The Standards are reviewed annually by the Board. The Company's twenty
Standards for 2000 are as follows:
I. BOARD PERFORMANCE
1. All directors will stand for election every year.
2. Directors are required to own at least 2,000 Campbell shares within one
year of election, and 6,000 shares within three years of election.
3. Directors will operate in accordance with the Requirements of Directors
(printed at page 13 below).
4. The Governance Committee will conduct annual evaluations of the Board's
effectiveness, and report the results to shareowners in the proxy
statement. (In 2000, the Board evaluation process focused on the full
Board Evaluation. See "Evaluations of Board Performance" at pages
13-14, below).
II. BOARD COMPOSITION
5. The Board believes that, as a general rule, former Campbell executives
should not serve on the Board.
6. Interlocking directorships will not be allowed, except with respect to
joint ventures. (An interlocking directorship would occur if a Campbell
officer served on the Board of Company X and an officer of Company X
served on the Campbell Board, or if a major supplier or customer served
on Campbell's Board.)
7. Directors may not stand for reelection after age 70.
8. The Audit, Compensation/Organization and Governance Committees will
consist entirely of independent directors. For this purpose, an
"independent" director is one who has no present or former employment
by the Company and no significant financial or personal tie to the
Company other than share ownership and entitlement to director fees.
9. The Board will appoint Committee members and Committee Chairmen.
11
<PAGE> 15
10. When the CEO also holds the position of Chairman of the Board, the
Chairman of the Governance Committee will serve as the Lead Director to
moderate executive sessions of independent directors and to provide
oversight for the effective functioning of the Board.
III. BUSINESS OPERATIONS
11. The Board will annually review and approve a long-term strategic plan
and a one-year operating plan that integrates with strategic plan
milestones.
12. The Board will evaluate the performance of the CEO at least annually in
meetings of independent directors that are not attended by the CEO. See
"CEO Compensation and Evaluation," at page 17, below.
13. The CEO will report annually to the Compensation and Organization
Committee and to the Board on the Company's management development and
planning for executive succession. The Compensation and Organization
Committee will review and annually report to the Board on the
effectiveness of these processes.
14. In advance of Board and Committee meetings, directors will receive
appropriate materials relating to the items to be acted upon at those
meetings.
IV. EXECUTIVE COMPENSATION
15. Incentive compensation plans for executives shall link pay directly and
objectively to measured financial goals set in advance by the
Compensation and Organization Committee. (See Compensation and
Organization Committee's Report at pages 14 to 17, below.)
16. By express terms of the shareowner-approved incentive plan, stock
options may not be repriced. The exercise price for options will not be
reduced even if the current market price of the stock is below the
exercise price.
17. All executives (approximately 255 persons) must buy and hold Campbell
stock valued at one-half to three times base salary, depending on their
positions. Restricted stock and options, including vested stock
options, shall not count toward the satisfaction of this requirement.
V. SHAREOWNERS
18. The Company believes that the way to control its destiny is to deliver
superior performance in building shareowner wealth.
19. All shareowners have equal voting rights.
20. The Board will develop, approve and annually review Corporate
Governance Standards that are distributed each year to shareowners in
the proxy statement.
12
<PAGE> 16
REQUIREMENTS OF MANAGEMENT AND DIRECTORS
In order to declare clear expectations of performance, in 1995 the Board
adopted and distributed to shareowners in the proxy statement the specific
requirements of management and directors set forth below.
<TABLE>
<CAPTION>
BOARD REQUIREMENTS
OF MANAGEMENT
------------------
<C> <S>
-- Develop strategies to deliver strong
market franchises and build shareowner
wealth over the long term
-- Recommend appropriate strategic and
operating plans
-- Maintain effective control of operations
-- Measure performance against peers
-- Provide strong, principled and ethical
leadership
-- Assure sound succession planning and
management development
-- Maintain sound organizational structure
-- Inform the Board regularly regarding the
status of key initiatives
-- No surprises
-- Organize Board meetings that are well
planned, allow meaningful participation
and provide for timely resolution of
issues
-- Provide Board materials that contain the
right amount of information and are
received sufficiently in advance of
meetings
</TABLE>
<TABLE>
<CAPTION>
CAMPBELL REQUIREMENTS
OF DIRECTORS
---------------------
<C> <S>
-- Act in the best interests of all
shareowners
-- Critique and approve strategic and
operating plans
-- Select, motivate, evaluate and
compensate the CEO
-- Develop and maintain a sound
understanding of Campbell's strategies
and businesses
-- Review succession planning and
management development
-- Advise and consult on key organizational
changes
-- Carefully study Board materials and
issues
-- Provide active, objective and
constructive participation at meetings
of the Board and committees
-- Provide assistance in representing
Campbell to the outside world
-- Counsel on corporate issues
-- Develop and maintain a good
understanding of general economic trends
and corporate governance
</TABLE>
EVALUATIONS OF BOARD PERFORMANCE
Since 1995, the Board's Governance Committee has led annual evaluations of
Board performance. The evaluation process is designed to facilitate ongoing,
systematic examination of the Board's effectiveness and accountability, and to
identify opportunities for improving its operations and procedures. On a
rotating basis, the evaluations focus on assessments of (a) the Board as a
whole, (b) the individual directors, and (c) the Board Committees, with
follow-up on the recommendations emerging from each step in the program cycle in
the year following its completion.
In 1998, the Board's evaluation process focused on assessment of the
performance of its individual members. Each director completed a self-evaluation
form, developed by the Governance Committee, examining his or her effectiveness
against 35 criteria designed to measure performance in eight critical areas:
independence and integrity; knowledge and expertise; stature; accountability and
decisiveness; participation and input; preparation; availability; and teamwork.
In 1999, the Board's evaluation process focused on assessment of the
procedures and performance of its Committees. Each director completed an
evaluation form that elicited numerical ratings of and written comments on the
structure of the Board's Committee system, the effectiveness of Committee
assignments and Committee chair assignments, the effectiveness of Committee
operations and decision-making, and the relationship between the Committees and
the Board.
For fiscal year 2000, the Governance Committee and management initiated a
project to improve communication between management and the Board, increase the
time available to the Board for discussion of major substantive issues, and
improve the overall efficiency and effectiveness of Board
13
<PAGE> 17
operations. The Chairman held individual meetings with each of the directors to
solicit their suggestions on these matters and provided these recommendations to
the Governance Committee and management. The 2000 Board evaluation form was
designed to elicit input from the Board as a whole on the suggestions generated
by the Chairman's discussions with the individual directors as well as ideas
contributed by management and suggestions produced by research into best
practices of other boards. The criteria for the 2000 evaluation process assessed
and measured: (i) general Board matters, including, for example, organization of
agendas, scheduling and management presentations; (ii) Committee matters,
including suggestions designed to relieve congestion in Committee agendas; and
(iii) Board performance on a wide range of issues, including, for example, the
adequacy of CEO Business Reviews and Controller's reports, the Board's
understanding of trends in the industry, the Board's knowledge of peer companies
and key competitors, and the Board's use of its time to focus on strategic and
policy issues and the strategic plan.
In 2001, the Board evaluation process will focus once again on assessment
of the performance of its individual members, while the Governance Committee
follows up on recommendations as to the full Board generated by the evaluation
in 2000.
GOVERNANCE COMMITTEE
<TABLE>
<S> <C>
George Strawbridge, Jr., Chair
Alva A. App Kent B. Foster
Bennett Dorrance Charles H. Mott
Thomas W. Field, Jr. Charles R. Perrin
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION AND ORGANIZATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
The Compensation and Organization Committee establishes and administers the
policies that govern the Company's executive compensation program and reviews
major organization changes and leadership succession. The Committee establishes
and regularly reviews the compensation levels of officers and other key
managers, and authorizes their incentive awards. The Committee reviews and
recommends for approval by the Board the compensation actions for the Chief
Executive Officer.
The objectives of the Company's executive compensation program are to:
-- Attract and retain highly competent executives;
-- Provide incentives for achieving and exceeding the Company's short-term
and long-term financial goals;
-- Provide total compensation that is competitive with compensation at
other well-managed companies in the food and consumer products industry;
and
-- Align the financial interests of the Company's executives with those of
its shareowners.
The Committee compares total compensation levels with a 31-Company
Compensation Peer Group, consisting of companies with which Campbell competes
for attraction and retention of talent. Campbell's programs are designed to
deliver fixed compensation elements, including salary, benefits, and
perquisites, at the median of the Compensation Peer Group, and incentive
compensation from the median to the ninetieth (90th) percentile based upon
business results and stock price appreciation. When Campbell's shareowners win,
through consistent growth in earnings and revenue, creation of economic value,
and stock price appreciation, Campbell's executives win. If shareowners do not
realize these gains, the total compensation of Campbell's executives will be
substantially below the median of the Compensation Peer Group.
There are three major elements of Campbell's compensation program: base
salary, annual incentive bonus, and long-term incentives.
14
<PAGE> 18
BASE SALARY -- Salary ranges and individual salaries for senior executives
are reviewed annually. In determining individual salaries, the Committee
considers the scope of job responsibilities, individual contribution, business
performance, labor market conditions, the Company's salary budget guidelines and
current compensation as compared to market practice.
ANNUAL INCENTIVE BONUS -- Campbell's annual incentive payments are based on
objective performance measures designed to build shareowner wealth. These may
include sales, earnings, creation of economic profit, reduction of working
capital, special goals for achievement of new product sales or cost savings,
performance as compared with a 19-Company Performance Peer Group, or other
measures of financial or strategic achievement at the individual, business unit
or total Company level.
At the beginning of each year, a target bonus award is set for each
participating executive, and an Operating Plan is approved by the Board of
Directors which sets specific performance goals for the Company as a whole and
separately for its major business units. The target bonus award is designed to
deliver annual incentive bonus between median and top quartile of the
Compensation Peer Group if the performance goals selected for the annual
incentive plan are achieved. Actual bonus payments can vary from zero to more
than double the target bonus based on individual, business unit, and total
Company performance. At the end of the year, actual results are compared with
each performance goal, and bonus awards are calculated. By the terms of the
annual incentive plan, extraordinary events such as major restructuring and
accounting changes are excluded.
In fiscal 2000, the performance goals selected by the Committee were sales,
operating earnings, earnings per share, creation of economic profit, cost
savings and earnings growth as compared to the Performance Peer Group. During
fiscal 2000, the Committee determined that 50% of the target bonus award should
be paid after the end of the first half of the fiscal year provided that
predetermined performance thresholds for earnings were met in the first half by
the total Company and separately by each business unit. These thresholds were
achieved by the total Company and most business units, and 50% of the target
bonus award was paid to each eligible participant in those business units.
Business units which did not meet the predetermined performance thresholds did
not receive the 50% payment. Executives reporting directly to the Chief
Executive Officer were not eligible for payments at the end of the first half;
incentives for these executives were determined at the end of the fiscal year.
At the end of the year, results were evaluated for each performance goal
set for fiscal 2000. An additional bonus payment was made at year-end to each
participant whose business unit performance for the full year resulted in a
bonus award exceeding 50% of the target award. No additional bonuses were paid
based on Company performance because full year goals were not achieved. No bonus
was paid based on performance compared to the Performance Peer Group. Incentive
bonus payments to executive officers for fiscal 2000 ranged from 50% to 98% of
target bonus award.
LONG-TERM INCENTIVES (RESTRICTED PERFORMANCE STOCK AND STOCK
OPTIONS) -- Half of executives' long-term compensation is designed to be
delivered in restricted performance shares. Grants are made every two years for
overlapping three-year performance periods. Guidelines established for each
share grant are designed to deliver long-term compensation at the Top Quartile
of the Compensation Peer Group if performance goals set for the three-year
period are achieved.
At the beginning of the three-year period, the Board of Directors approves
a Strategic Plan which sets specific performance goals for the Company.
Performance goals may include sales, earnings, cash return on assets, creation
of economic profit, performance as compared with the Performance Peer Group, or
other measures of financial or strategic achievement. At the end of the
three-year period, cumulative results for the three years are compared with the
goals, and the proportion of shares earned is determined by the Committee and
released, free of restrictions, to the executives. The Committee may adjust the
performance goals for extraordinary events as major restructurings and
accounting changes. Shares earned may vary from 0 to 200% of the initial share
grant.
For the program covering fiscal years 1998-2000, the performance goals
selected by the Committee were cash return on assets, cumulative earnings, and
sales and earnings growth as compared to the
15
<PAGE> 19
Performance Peer Group. For the 1998-2000 performance period, the shares earned
were 20% of the initial share grant, and the remaining 80% of shares were
forfeited. For the program covering fiscal years 2000-2002, the goals selected
are sales growth, creation of economic profit, and sales and earnings growth as
compared to the Performance Peer Group. To enhance retention of key employees,
the Committee determined to change one element of the program so that the shares
paid out to executives who remain eligible at the end of the three-year program
on July 31, 2002 will be at least 50% of the shares granted and may be greater
than 50% based on achievement of the performance goals established for the
program.
The other half of value delivered to executives under the Long-Term
Incentive Plan is in the form of stock options, awarded annually. The Committee
sets option guidelines based on current competitive practice and scope of
responsibility of each position. In determining the number of options awarded to
each executive, the Committee considers the guideline for the executive's
position and the individual performance and sustained contribution of the
executive. The exercise price of stock options is no less than 100% of the share
price on the grant date, and options may not be repriced. Options have a 10-year
term and become exercisable over the first three years following the grant date.
The guidelines for restricted performance share and stock option grants to
executives are designed to deliver long-term compensation at the 75th percentile
when compared to the Compensation Peer Group, provided the performance goals are
achieved. All shares used in the executive compensation program are shares which
were previously issued and outstanding and were reacquired by the Company.
ADDITIONAL AWARDS
The Committee may grant additional short- or long-term awards to recognize
increased responsibilities or special contributions, to attract new hires to the
Company, to retain executives, or to recognize other special circumstances. In
fiscal 2000 the Committee granted time-lapse restricted shares to selected
executives for recognition and to aid in retention.
OTHER PROGRAMS
The Company also provides its officers and key managers with life and
medical insurance; pension, savings and compensation deferral programs; and
perquisites and other benefits which are competitive with market practices.
SHARE OWNERSHIP
Every executive is required to achieve an ownership stake in the Company
that is significant in comparison with his or her salary. Effective January 1,
2000 new executives have five years in which to meet the ownership requirements.
The current requirements and the requirements which will become effective in
December 2002 are as follows:
<TABLE>
<CAPTION>
MULTIPLE OF
ANNUAL BASE SALARY
---------------------------
EFFECTIVE
DECEMBER 31,
POSITION CURRENT 2002
-------- ----------- ------------
<S> <C> <C>
Chief Executive Officer................................... 3x 7x
Executive Vice President.................................. 2x 5x
Senior Vice President..................................... 2x 5x
Vice President............................................ 1x 3x
Other Executives.......................................... .25x to 5x .25x to 1x
</TABLE>
Executives may count toward these requirements the value of shares owned
and shares which are deferred in the Company's savings and deferred compensation
programs. Restricted shares and unexercised stock options are not counted in
calculating ownership. These requirements apply to 255 executives worldwide.
16
<PAGE> 20
POLICY ON DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code limits the tax deduction to $1
million for compensation paid to the executive officers listed on page 18,
unless certain requirements are met. One of those requirements is that
compensation over $1 million must be based upon Company attainment of
performance goals approved by shareowners. The Long-Term Incentive Plan and the
Management Worldwide Incentive Plan, which were approved by shareowners in 1999
are designed to meet these requirements. Minimal changes had to be made to these
plans because the Company's incentive plans were already designed to link pay to
Company performance. Before awards are paid, the Compensation Committee or a
subcommittee thereof must certify the attainment of the applicable performance
goals. The Committee's policy is to comply with the requirements of Section
162(m) except where the Committee determines that compliance is not in the best
interests of the Company and its shareowners.
CEO COMPENSATION AND EVALUATION
In March 2000 Dale F. Morrison, Campbell's President and CEO, resigned. He
was replaced by David W. Johnson, who will serve as President and CEO until a
new CEO is appointed.
Dale Morrison's base salary was not increased during fiscal year 2000, and
he received no bonus award. Additional information relating to his separation
arrangement is set forth beginning on p. 22.
David Johnson received no salary for his service in fiscal year 2000. He
received a time-lapse restricted stock grant upon employment effective March 23,
2000 and was awarded a bonus by the Board on September 28, 2000 (see page 18).
SUBCOMMITTEE
Based on requirements of various tax and securities rules and regulations,
a Subcommittee of the Compensation and Organization Committee took certain
actions in fiscal 2000.
COMPENSATION AND ORGANIZATION COMMITTEE
<TABLE>
<S> <C>
Harvey Golub, Chair George M. Sherman
Edmund M. Carpenter Donald M. Stewart
Philip E. Lippincott Charlotte C. Weber
Mary Alice D. Malone
</TABLE>
COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mary Alice D. Malone owns more than 10% of the common stock of Vlasic Foods
International Inc. ("Vlasic") that was spun off from the Company in 1998. The
Company and Vlasic had certain business relationships in fiscal 2000 that are
disclosed on page 11.
17
<PAGE> 21
TABLE 1--SUMMARY COMPENSATION
The following table sets forth the cash compensation awarded, paid to, or
earned by the Company's Chief Executive Officer and the four other most highly
paid Executive Officers in fiscal years 1998, 1999 and 2000.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
-----------------------------------------------
RESTRICTED SECURITIES
NAME AND FISCAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) OPTIONS(#) COMPENSATION(2)
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DAVID W. JOHNSON (3) 2000 $ 0 $ 713,514 $ 500,000 0 $ 0
President and Chief 1999 $ 0 $ 0 $ 0 0 $ 0
Executive Officer 1998 $ 0 $ 0 $ 0 0 $ 0
-------------------------------------------------------------------------------------------------------
DALE F. MORRISON (4) 2000 $578,125 $ 0 $ 0 0 $1,023,828
Former President and 1999 $883,333 $ 0 $7,799,768 100,000 $ 20,833
Chief Executive Officer 1998 $800,000 $1,093,500 $ 0 200,000 $ 56,805
-------------------------------------------------------------------------------------------------------
BASIL L. ANDERSON 2000 $470,833 $ 207,000 $ 0 170,000 $ 16,946
Executive Vice President 1999 $445,000 $ 0 $2,730,844 40,500 $ 11,125
and Chief Financial 1998 $420,000 $ 398,520 $ 0 48,000 $ 24,556
Officer
-------------------------------------------------------------------------------------------------------
F. MARTIN THRASHER (5) 2000 $430,833 $ 207,000 $1,566,344 115,000 $ 317,212
Senior Vice President 1999 $350,000 $ 176,337 $2,495,345 54,000 $ 116,262
and President, Campbell 1998 $321,667 $ 454,840 $ 0 30,750 $ 127,727
North America
-------------------------------------------------------------------------------------------------------
ELLEN ORAN KADEN (6) 2000 $407,500 $ 152,083 $ 293,001 81,250 $ 216,037
Senior Vice President -- 1999 $368,333 $ 0 $ 917,613 42,750 $ 133,083
Law and Government 1998 $120,000 $ 87,885 $ 810,621 37,500 $ 40,000
Affairs
-------------------------------------------------------------------------------------------------------
CRAIG W. RYDIN (7) 2000 $292,500 $ 168,212 $ 427,488 48,000 $ 11,518
Vice President and 1999 $260,333 $ 188,500 $ 924,991 20,800 $ 23,326
President, Campbell 1998 $210,333 $ 310,764 $ 120,982 14,000 $ 15,633
Away From Home Division
-------------------------------------------------------------------------------------------------------
</TABLE>
------------------
1. The Restricted Stock Awards listed in the above table include one award of
16,842 time-lapse restricted shares made to David W. Johnson in fiscal 2000,
valued at $500,000; one award of 40,000 time-lapse restricted shares made to
F. Martin Thrasher in fiscal 2000, valued at $1,240,000; one award of 2,500
time-lapse restricted shares made to Ellen Oran Kaden in fiscal 1998, valued
at $139,531; and one award of 10,000 time-lapse restricted shares made to
Craig W. Rydin in fiscal 2000, valued at $310,000 (time-lapse shares are
hereinafter referred to as "RS"). All values are based on the market price of
Campbell shares on the date of the grant. All other awards shown in the
Restricted Stock Awards column were restricted performance shares ("RPS")
granted to executives pursuant to the Long-Term Incentive Plan. The
performance goals for RPS are described on pages 15 and 16 above. Initial
"target" grants of RPS are made in the fiscal year prior to a three-year
performance period. Except for dividends, which are paid on all restricted
shares regardless of Company performance, initial grants of RPS are entirely
at risk. The number of shares delivered to an executive when the awards are
paid out at the conclusion of the performance period may range from 0% to
200% of the initial target award, depending on Company performance. For the
2000-2002 performance period only, the minimum payout of RPS will be 50%,
provided the executive remains eligible at the end of the three year program.
Any payment above 50% will be based on Company performance.
The amounts shown in the above table with respect to RPS include three
components:
- Initial grants of RPS were made at the end of fiscal 1999 for the
performance period beginning in fiscal 2000 and concluding in fiscal 2002.
Initial grants of RPS are reported in the Restricted Stock Awards column of
the table at 100% of the initial target grants and are valued in the table
based upon the market price of Campbell shares at the time of the grants.
- If an executive was promoted during a performance period, an adjustment was
made to the initial grant of RPS at the time of the promotion. For example,
the RPS award to Mr. Rydin in fiscal 1998
18
<PAGE> 22
was a prorated adjustment to his initial grant for the fiscal 1998-2000
performance period, reflecting his promotion.
- In fiscal 1999, shares were paid out to participants in the Long-Term
Incentive Plan for the 1996-98 performance period. As a result of Company
performance exceeding the cumulative EPS goal for that period, participants
received a payout of 166% of their initial grants. The amounts listed in
the Restricted Stock Awards column of the table for fiscal year 1999
include the value of shares paid out in excess of 100% of the initial
target grants, as adjusted. Accordingly, amounts listed for fiscal 1999
include the value of the additional 66% of shares paid out in that year to
participants in the program for the 1996-1998 performance period. The
additional shares in excess of 100% of the initial target grants are valued
in the table based upon the market price of Campbell shares at the end of
the respective performance periods.
In fiscal 1997, RPS were granted to participants in the Long-Term Incentive
Plan for the fiscal 1998-2000 performance period. In September 2000, the
Subcommittee of the Compensation Committee determined whether the required
performance goals for fiscal 1998-2000 were achieved. Because Company
performance did not meet the cumulative EPS goal for that period,
participants received a payout of 20% of those shares and the remaining 80%
of shares were forfeited in October 2000. The table below lists the amounts
of the Restricted Performance Shares granted, and held as of July 30, 2000,
and the amount of shares forfeited and paid out in October 2000.
<TABLE>
<CAPTION>
PERFORMANCE SHARES VALUE SHARES SHARES
PERIOD GRANTED @ $26.4375 FORFEITED PAID
----------- ------- ---------- --------- ------
<S> <C> <C> <C> <C> <C>
David W. Johnson....... 1998-2000 0 0 0 0
Dale F. Morrison....... 1998-2000 62,577 $1,654,379 50,061 12,516
Basil L. Anderson...... 1998-2000 31,288 $ 827,177 25,004 6,251
F. Martin Thrasher..... 1998-2000 17,661 $ 466,913 14,128 3,533
Ellen Oran Kaden....... 1998-2000 10,661 $ 281,850 8,528 2,133
Craig W. Rydin......... 1998-2000 8,599 $ 227,336 6,879 1,720
</TABLE>
The aggregate number of restricted performance stock for the fiscal
2000-2002 performance period and any time-lapse restricted stock held by
the executives listed in the table, as of the end of fiscal 2000 (July 30,
2000), are set forth below. Shares are valued based on the $26.4375 closing
price of Campbell shares on July 28, 2000.
<TABLE>
<CAPTION>
AWARD NUMBER OF
TYPE SHARES VALUE @ $26.4375
------------- --------- ----------------
<S> <C> <C> <C>
David W. Johnson (see note 3)..... 2000-2002 RPS 0 $ 0
Time-Lapse RS 16,842 $ 445,260
Dale F. Morrison (see note 4)..... 2000-2002 RPS 46,667 $1,233,759
Basil L. Anderson................. 2000-2002 RPS 40,000 $1,057,500
F. Martin Thrasher (see note 5)... 2000-2002 RPS 50,833 $1,343,897
Time-Lapse RS 40,000 $1,057,500
Ellen Oran Kaden.................. 2000-2002 RPS 26,311 $ 695,597
Craig W. Rydin (see note 7)....... 2000-2002 RPS 18,200 $ 481,163
Time-Lapse RS 10,000 $ 264,375
</TABLE>
2. "All other compensation" consists of Company contributions or allocations to
savings plans (both tax qualified and supplemental) as well as additional
compensation that, if applicable, is explained in the footnotes for the
various individuals.
3. David W. Johnson was appointed President and Chief Executive Officer on March
23, 2000. Mr. Johnson has a one year contract that provided a restricted
stock payment of 16,842 shares in lieu of salary for the first six months
that vested on September 22, 2000 and is reported in the summary compensation
table. After the first six months he will receive a monthly salary of
$83,334. On September 28, 2000, the Board awarded a bonus to Mr. Johnson for
the period of March 23, 2000 through September 22, 2000, and the amount
earned in fiscal 2000 is set forth in the summary
19
<PAGE> 23
compensation table. He does not accrue any additional pension benefit and he
is not eligible for any executive incentive compensation programs. In fiscal
1998 and 1999 he served as non-executive Chairman of the Board and received
compensation of $1,500,000 and $560,000, respectively. He retired as Chairman
on July 31, 1999.
4. Dale F. Morrison served as Chief Executive Officer until March 22, 2000.
Other compensation in fiscal 2000 included payments of salary continuation
and a payment in lieu of bonus aggregating $1,009,375 pursuant to his
separation arrangement and contributions to savings plans of $14,453. See p.
22 for details of his separation arrangement. Upon termination he forfeited
93,333 RPS for the period fiscal 2000 to 2002.
5. Mr. Thrasher received payments related to reimbursement of taxes in excess of
those that would have been incurred in his home country and payments for
expatriate expenses and relocation expenses of $104,440 in fiscal 1998,
$103,140 in fiscal 1999 and $301,266 in fiscal 2000. Other compensation in
fiscal years 1998, 1999 and 2000 also included contributions to savings plans
of $23,295, $13,158 and $15,946, respectively. His time-lapse restricted
stock grant of 40,000 shares vests on May 25, 2002.
6. Ellen Oran Kaden joined the Company as Senior Vice President -- Law and
Government Affairs on April 1, 1998. Ms. Kaden received signing bonuses and
incentive guarantees on employment that provided $40,000 in fiscal 1998,
$130,000 in fiscal 1999 and $202,047 in fiscal 2000. Other compensation in
fiscal 1999 and 2000 also included contributions to savings plans of $3,083
and $13,990 respectively.
7. In addition to contributions to savings plans of $11,221, other compensation
in fiscal 1999 for Craig W. Rydin included $12,105 for relocation expenses
related to his transfer to Camden, NJ from New York City. His time-lapse
restricted stock grant of 10,000 shares vests on May 25, 2002.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
TABLE 2 -- OPTION GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE(1)
--------------------------------------------------------------------------------------------------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT
OPTIONS EMPLOYEES OF BASE DATE
GRANTED(2) IN FISCAL PRICE EXPIRATION PRESENT
NAME (#) YEAR ($/SH) DATE VALUE(1)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David W. Johnson 0 0.0% 0 $ 0
--------------------------------------------------------------------------------------------------------
Dale F. Morrison 0 0.0% 0 $ 0
--------------------------------------------------------------------------------------------------------
Basil L. Anderson 170,000 3.0% $29.59 6/22/10 $1,679,600
--------------------------------------------------------------------------------------------------------
F. Martin Thrasher 115,000 2.0% $29.59 6/22/10 $1,136,200
--------------------------------------------------------------------------------------------------------
Ellen Oran Kaden 81,250 1.4% $29.59 6/22/10 $ 802,750
--------------------------------------------------------------------------------------------------------
Craig W. Rydin 48,000 0.9% $29.59 6/22/10 $ 474,240
--------------------------------------------------------------------------------------------------------
</TABLE>
------------------
(1) In accordance with Securities and Exchange Commission (SEC) rules, the
Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The Company's use of
this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option models require a prediction about the
future movement of the stock price. The following assumptions were made for
purposes of calculating Grant Date Present Value for the option grant
expiring on June 22, 2010: option term of 10 years, volatility of 25.8%
(calculated monthly over the three preceding calendar years), dividend yield
of 2.3%, forfeiture risk rate of 9.1%, and interest rate of 6.5% (ten year
Treasury note rate at January 2, 2000). The real value of the options in
this table depends upon the actual performance of the Company's stock during
the applicable period and upon when they are exercised.
(2) Options have a ten-year term and vest cumulatively over three years at the
rate of 30%, 60%, 100% respectively on the first three anniversaries
following the date of grant.
20
<PAGE> 24
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
TABLE 3 -- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
-----------------------------------------------------------------------------------------------
SECURITIES
UNDERLYING VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(2)
SHARES --------------------------------------------------------
ACQUIRED ON REALIZED EXER- UNEXER- EXER- UNEXER-
NAME EXERCISE (#) ($)(1) CISABLE CISABLE CISABLE CISABLE
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
David W. Johnson 0 0 916,771 0 $ 834,120 $ 0
-----------------------------------------------------------------------------------------------
Dale F. Morrison 0 0 645,446 0 $ 291,940 $ 0
-----------------------------------------------------------------------------------------------
Basil L. Anderson 0 0 367,356 217,550 $ 0 $ 0
-----------------------------------------------------------------------------------------------
F. Martin Thrasher 0 0 210,646 165,100 $ 606,584 $ 0
-----------------------------------------------------------------------------------------------
Ellen Oran Kaden 0 0 35,325 126,175 $ 0 $ 0
-----------------------------------------------------------------------------------------------
Craig W. Rydin 18,279 $319,431 83,402 68,160 $ 286,510 $ 0
-----------------------------------------------------------------------------------------------
</TABLE>
------------------
(1) Value realized equals pretax market value of the stock on date of exercise,
less the exercise price, times the number of shares acquired. Shares may be
used to pay withholding taxes.
(2) Value of unexercised options equals fair market value of a share into which
the option could have been converted at July 28, 2000 (market price
$26.4375), less exercise price, times the number of options outstanding.
RETURN TO SHAREOWNERS* PERFORMANCE GRAPH
The following graph compares the cumulative total Shareowner return on the
Company's Capital Stock with the cumulative total return of the Standard &
Poor's Food Index (the "S&P Food Group") and the Standard & Poor's 500 Stock
Index (the "S&P 500"). The graph assumes that $100 was invested on July 31,
1995, in each of Campbell stock, the S&P Food Group and the S&P 500, and that
all dividends were reinvested.
[RETURN TO SHAREOWNERS PERFORMANCE GRAPH]
* Stock Appreciation + Dividend Reinvestment
Campbell closing price was $26.44 on July 30, 2000
<TABLE>
<CAPTION>
CAMPBELL S&P FOOD GROUP S&P 500
-------- -------------- -------
<S> <C> <C> <C>
1995 100.00 100.00 100.00
1996 147.00 115.00 116.00
1997 229.00 172.00 176.00
1998 225.00 189.00 211.00
1999 212.00 183.00 253.00
2000 131.00 159.00 274.00
</TABLE>
21
<PAGE> 25
PENSION PLANS
Effective May 1, 1999, the present value of accrued benefits for executive
officers named on page 18 under the Company's regular and supplementary pension
plans was converted to an opening "account balance" to begin accruing benefits
under a cash balance formula. Under the cash balance formula, each participant
has an account, for record keeping purposes only, to which credits are allocated
each payroll period based upon a percentage of the participant's base salary
plus bonus paid in the current pay period. The applicable percentage is
determined by the age of the participant as of the beginning of the current
calendar year. If an individual participated in the Company's regular and
supplementary plans prior to May 1, 1999, and leaves the Company within fifteen
years of that date, such participant will receive the greater of the benefits as
calculated under the final average pay plan method in effect prior to May 1,
1999 or under the cash balance formula method.
The following table illustrates the approximate annual pension that may
become payable to an employee in the higher salary classifications under the
Company's regular and supplementary final average pay pension plans.
<TABLE>
<CAPTION>
AVERAGE
COMPENSATION
IN HIGHEST
5 YEARS OF ESTIMATED ANNUAL PENSIONS
LAST 10 YEARS OF SERVICE
YEARS OF --------------------------------------------------------------
EMPLOYMENT 20 25 30 35 40
------------ ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 600,000 $ 246,610 $ 251,540 $ 265,815 $ 280,995 $ 296,175
800,000 336,610 341,540 355,815 375,995 396,175
1,000,000 426,610 431,540 445,815 470,995 496,175
1,200,000 516,610 521,540 535,815 565,995 596,175
1,400,000 606,610 611,540 625,815 660,995 696,175
1,600,000 696,610 701,540 715,815 755,995 796,175
1,800,000 786,610 791,540 805,815 850,995 896,175
2,000,000 876,610 881,540 895,815 945,995 996,175
2,200,000 966,610 971,540 985,815 1,040,995 1,096,175
2,400,000 1,056,610 1,061,540 1,075,815 1,135,995 1,196,175
</TABLE>
Compensation covered for executive officers named in the table on page 18
is the same as the total salary and bonus shown in that table. These estimated
amounts assume retirement at age 65 (normal retirement age) with a straight-life
annuity without reduction for a survivor annuity or for optional benefits. They
are not subject to deduction for Social Security benefits or other offsets. The
years of service set forth below for the executive officers named in the table
on page 18 include additional years of service pursuant to supplemental pension
arrangements designed to attract executives from other employers in the middle
of their careers. Such arrangements are a necessary part of the recruitment and
retention package for senior executives in order to compensate them for pension
benefits that would have accrued had they remained at their previous employers.
In accordance with his employment contract Mr. Johnson is not accruing any
additional pension benefit for service after March 23, 2000. As of the end of
fiscal 2000, the full years of accrued service under the pension plans for the
other individuals named in the compensation table on page 18 were as follows:
Dale F. Morrison -- 11 years; F. Martin Thrasher -- 20 years; Craig W.
Rydin -- 30 years; Basil L. Anderson -- 10 years; and Ellen O. Kaden -- 4 years.
TERMINATION ARRANGEMENTS
In connection with Mr. Morrison's resignation as a Director and Chief
Executive Officer on March 22, 2000 and his agreement not to compete with the
Company through April 26, 2002, the Compensation Committee recommended and the
Board approved a separation arrangement with Mr. Morrison. The arrangement
provides that Mr. Morrison is to receive payments through April 26, 2002 in an
amount equal to his annual base salary of $900,000 and he will continue to
accrue pension benefits through that date.
22
<PAGE> 26
He is entitled to receive medical and life insurance coverage through April 26,
2002 unless such coverage is provided by another employer. Mr. Morrison received
a payment of $687,500 in fiscal 2000 in lieu of any bonus payment for which he
would otherwise be eligible. On August 1, 2001, Mr. Morrison will be paid 46,667
shares of Campbell stock representing one-third of the 140,000 restricted shares
awarded to him for the fiscal 2000-2002 performance period. The other two-thirds
or 93,333 shares were forfeited as of August 1, 2000. On August 1, 2000 all of
his outstanding stock options fully vested and he has until April 26, 2005 to
exercise such options.
The Company has entered into Special Severance Protection Agreements
("Special Severance Agreements") with certain of the executive officers named on
page 18 as well as certain other executive officers. The Special Severance
Agreements provide severance pay and continuation of certain benefits should a
Change in Control occur. Entry into the Special Severance Agreements was
unanimously approved by the independent members of the Board of Directors. In
order to receive benefits under the Special Severance Agreements, the
executive's employment must be terminated involuntarily, without cause, whether
actual or "constructive," within two years following a Change in Control.
Generally, a "Change in Control" will be deemed to have occurred in any of
the following circumstances:
<TABLE>
<C> <S>
(i) the acquisition of 25% or more of the outstanding voting
stock of the Company by any person or entity, with certain
exceptions for Dorrance family members;
(ii) the persons serving as directors of the Company as of
January 25, 1990, and those replacements or additions
subsequently approved by a two-thirds vote of the Board,
cease to make up at least two-thirds of the Board;
(iii) a merger, consolidation or share exchange in which the
shareowners of the Company prior to the merger wind up
owning 80% or less of the surviving corporation; or
(iv) a complete liquidation or dissolution of the Company or
disposition of all or substantially all of the assets of the
Company.
</TABLE>
Under the Special Severance Agreements, severance pay would equal two and
one half years' base salary and bonus. Medical, life and disability benefits
would be provided at the expense of the Company for the lesser of (i) 30 months
or (ii) the number of months remaining until the executive's 65th birthday. The
Company would pay in a single payment an amount equal to the value of the
benefit the executive would have accrued under the Company's pension plans had
the executive remained in the employ of the Company for an additional 30 months
or until his or her 65th birthday, if earlier.
Upon a Change in Control, (a) all options outstanding on the date of such
Change in Control would become immediately and fully exercisable and (b) all
restrictions upon any restricted shares (other than "Performance Restricted
Shares" which are subject to performance related restrictions) would lapse
immediately and all such shares would become fully vested. An executive officer
would become vested in, and restrictions would lapse on, the greater of (i)
fifty percent (50%) of the Performance Restricted Shares or (ii) a pro rata
portion of such Performance Restricted Shares based on the portion of the
performance period that has elapsed to the date of the Change in Control.
During any fiscal year in which a Change in Control occurs, each
participant (a) whose employment is terminated prior to the end of such year or
(b) who is in the employ of the Company on the last day of such year would be
entitled to receive, within thirty (30) days thereafter, a cash payment equal to
the greater of (i) his or her target bonus award for such year or (ii) the
average of the awards paid or payable to him or her under the Management
Worldwide Incentive Plan for the two most recent fiscal years ended prior
thereto. Any amount to be paid to a participant who is not employed for the
entire fiscal year would be prorated. Such payment would be made whether or not
the Company has paid any cash dividend in the fiscal year.
The change in control program summarized above was in effect during fiscal
2000. Item 2 (p. 24) and Item 3 (p. 25), if approved by shareowners would amend
the Company's change in control program.
23
<PAGE> 27
ITEM 2
APPROVAL OF AMENDMENTS OF THE CAMPBELL SOUP COMPANY
MANAGEMENT WORLDWIDE INCENTIVE PLAN
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The Board recommends the approval of amendments of the Campbell Soup
Company Management Worldwide Incentive Plan (the "WIN Plan"). The proposed
amendments would revise provisions of the WIN Plan that relate to a change in
control of the Company. A description of the proposed amendments is set forth
below. A majority of the votes cast at the meeting is required for approval.
Except as otherwise specified in the proxy, proxies will be voted for approval.
BACKGROUND
The WIN Plan is the Company's annual bonus program. The shareowners first
approved the WIN Plan at the 1957 Annual Meeting, and most recently in amended
form at the 1999 Annual Meeting. The purpose of the WIN Plan is to attract,
motivate and retain high caliber employees and to provide meaningful individual
and group incentives within the Company and its subsidiaries. Pursuant to the
WIN Plan, the Compensation and Organization Committee or a subcommittee thereof
(the "Committee") has the discretion to determine the aggregate amount of money
to be used for awards based upon competitive compensation practices and such
measures of the Company's performance as the Committee selects from time to
time. Approximately 1,200 employees are eligible to receive incentive
compensation under the WIN Plan. The bonuses paid during the last three years to
the five highest paid executive officers are set forth on page 18. The Committee
and the Board are prohibited from making any awards for a fiscal year in which
no cash dividend is paid on Campbell Capital Stock, except in the event of a
change in control. Individual awards are determined annually by the Committee in
accordance with performance goals established by the Committee at the beginning
of the fiscal year. The performance goals used for fiscal 2000 are described on
page 15. The Board may amend, suspend or terminate the WIN Plan but it may not
adversely affect awards previously made.
DESCRIPTION OF AMENDMENTS
The WIN Plan contains provisions that are applicable to awards payable in
the event of a change in control of the Company. These provisions, which have
been in place since 1990, are explained on page 23 under the heading of
"Termination Arrangements."
During fiscal 2000 the Board requested that the Company's management
undertake a comprehensive review of the Company's change in control program to
assess its design and features in light of marketplace changes since 1990 and
current trends. The Company's management retained an outside compensation
consultant to assist it in reviewing the change in control program. Based on
this review, management recommended that the Board approve amendments to the
change in control definition in the WIN Plan. On September 28, 2000, the Board
of Directors approved the amendments and recommends their approval by
shareowners.
The current change in control definition in the WIN Plan provides, in part,
that a merger, consolidation or share exchange in which the shareowners of the
Company immediately prior to such a transaction wind up owning 80% or less of
the combined voting securities of the surviving corporation, in substantially
the same proportion as their ownership of the Company's voting securities prior
to the transaction, will constitute a change in control. The proposed amendment
would change the percentage of ownership from 80% to 50%, thus narrowing the
circumstances that would constitute a change in control for purposes of the WIN
Plan. In addition, the current definition provides that a change in control
would occur if the members of the Board on January 25, 1990, and those
replacements or additions subsequently approved by a two-thirds vote of such
members of the Board, cease to make up
24
<PAGE> 28
at least two-thirds of the members of the Board. The proposed amendment would
revise the date for determining incumbent members of the Board from January 25,
1990 to September 28, 2000 and would replace the percentage of incumbent Board
members who would have to continue to serve in order not to trigger a change in
control from two-thirds to more than 50%. The proposed amendments would also
revise the change in control definition to provide that if a participant's
employment is terminated within one year prior to a change in control at the
request of a person effecting the change in control, or otherwise in connection
with or in anticipation of a change in control, then the date of the change in
control in respect to that participant shall be deemed to be the date
immediately prior to his or her termination.
Pursuant to the terms of the WIN Plan, the proposed amendments would apply
to awards for fiscal year 2002 and future years. Awards for fiscal 2001 under
the WIN Plan will continue to be subject to the current change in control
provisions. The full text of the WIN Plan is set forth in Appendix A and should
be referred to for a complete description of its terms and conditions.
ITEM 3
APPROVAL OF AMENDMENTS OF THE CAMPBELL SOUP COMPANY 1994
LONG-TERM INCENTIVE PLAN
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The Board recommends the approval of amendments of the Campbell Soup
Company 1994 Long-Term Incentive Plan ("Long-Term Plan"). The amendments would
revise provisions of the Long-Term Plan that relate to a change in control of
the Company. A description of the proposed amendments is set forth below. A
majority of the votes cast at the meeting is required for approval. Except as
otherwise specified in the proxy, proxies will be voted for approval.
BACKGROUND
The Long-Term Plan is designed to motivate and reward key employees to
attain and surpass long-range performance goals, and to compete with other major
corporations in securing and retaining key employees. The Long-Term Plan was
approved by shareowners on November 17, 1994. It was reapproved by shareowners
at the annual meeting on November 18, 1999 and its key provisions were described
in the 1999 proxy statement. The Long-Term Plan is administered by the
Compensation and Organization Committee or a subcommittee thereof (the
"Committee"). Awards can be made to key employees who can be any management
salaried employee. The current eligible group consists of approximately 1,700
persons. The amounts of individual awards to key employees are determined by the
Committee, subject to the limitations of the Long-Term Plan. The awards made in
the form of restricted shares and stock options under the Long-Term Plan during
the last three fiscal years to the five highest paid executives are described on
pages 18-20.
The Long-Term Plan provides that over its ten-year term, stock options (and
related stock appreciation rights) and restricted and unrestricted stock grants
for not more than 50,000,000 shares of Campbell Capital Stock may be issued. The
Committee can grant nonqualified options and options qualifying as incentive
stock options under the Internal Revenue Code of 1986, as amended. The term of
an option cannot exceed ten years from the date of grant. The option price must
be not less than the fair market value of a share of Campbell Capital Stock on
the date of grant. Stock options may not be repriced. The Committee can grant a
stock appreciation right ("SAR") in connection with a stock option granted under
the Plan or a SAR unrelated to any option. If a grantee exercises a SAR, the
grantee will receive an amount equal to the excess of the fair market value of
the shares with respect to which the SAR is being exercised over the option
price of the shares. Payment would be in cash, in shares or a combination of the
two as the Committee determines.
The Committee can also issue or transfer shares of Campbell Capital Stock
to a participant under a restricted share award. Awards are subject to certain
conditions and restrictions during a specific period
25
<PAGE> 29
of time, such as the grantee remaining in the employment of the Company and/or
the attainment by the Company of certain performance goals (see pages 15-16 of
the Compensation Committee Report for the performance goals used under the
Long-Term Plan). The shares cannot be transferred by the grantee prior to the
termination of that period. The grantee is, however, entitled to vote the shares
and in most cases is entitled to receive the dividends currently.
The Committee can grant performance unit awards payable in cash or stock at
the end of a specified performance period. Payment will be contingent upon
achieving performance goals by the end of the performance period. The Committee
will determine the length of an award period, the maximum payment value of an
award, and the minimum performance goals required before payment will be made.
The Board can amend, suspend or terminate the Long-Term Plan, but cannot,
without shareowner approval, do any of the following: (i) materially increase
the benefits accruing to participants; (ii) materially modify the requirements
for eligibility; (iii) extend the term of the Long-Term Plan; or (iv) increase
the number of shares of Campbell Capital Stock which may be issued under the
Long-Term Plan (except in the case of recapitalization, stock split, or other
changes in the corporate structure in which event the Committee may make
appropriate adjustments).
The grant of an incentive stock option, a nonqualified stock option or a
SAR, does not result in income for the grantee or in a deduction for the
Company. The exercise of a nonqualified stock option does result in ordinary
income for the optionee and a deduction for the Company measured by the
difference between the option price and the fair market value of the shares
received at the time of exercise. Income tax withholding is required. Neither
the grant nor the exercise of an incentive stock option results in taxable
income for the grantee. The excess of the market value on the exercise date over
the option price of the shares, however, is an "item of adjustment" for
alternative minimum tax purposes. When a grantee disposes of shares acquired by
exercise of an incentive stock option, the grantee's gain (the difference
between the sale proceeds and the price paid by the grantee for the shares) upon
the disposition will be taxed as capital gain provided the grantee (i) does not
dispose of the shares within two years after the date of grant nor within one
year after the transfer of shares upon exercise, and (ii) exercises the option
while an employee of the Company or a Subsidiary or within three months after
termination of employment for reasons other than death or disability. If the
shares are disposed of before the expiration of either period, the grantee
generally will realize ordinary income in the year of the disqualifying
disposition.
DESCRIPTION OF AMENDMENTS
The Long-Term Plan contains provisions that are applicable in the event of
a change in control of the Company. These provisions, which have been in place
since 1990, are explained on page 23 under the heading of "Termination
Arrangements."
The current change in control definition in the Long-Term Plan is the same
as that contained in the WIN Plan and would be amended in the same manner as the
WIN Plan.
Currently, the Long-Term Plan provides that upon a change in control all
outstanding stock options, stock appreciation rights and time-lapse restricted
stock will vest 100% and restricted performance stock and performance units will
vest as follows: the greater of (i) 50% or (ii) a pro rata portion based on the
time elapsed to the change in control. The Company proposes to amend the
Long-Term Plan to provide the following vesting provisions:
(1) If the Company is not the surviving corporation and the surviving or
acquiring corporation does not assume the outstanding options, stock
appreciation rights, time-lapse restricted stock, restricted
performance stock and performance units (collectively "Awards"), or
fails to substitute equivalent awards, then all outstanding Awards
will vest as set forth above.
(2) If the Company is the surviving corporation or the surviving or
acquiring corporation assumes the outstanding Awards or substitutes
equivalent awards, then they will remain outstanding and vest pursuant
to the provisions of the Long-Term Plan.
26
<PAGE> 30
(3) If, within 24 months following a change in control, the employment of
a participant is terminated without Cause as defined in Section 12.2
(b) of the Long-Term Plan (see Appendix B) or by the participant for
Good Reason, and the Company is the surviving corporation or the
surviving or acquiring corporation assumes the outstanding Awards or
substitutes equivalent awards, then all outstanding stock options,
stock appreciation rights and time-lapse restricted stock will vest
100% and restricted performance stock and performance units will vest
as follows: the greater of (i) 50% or (ii) a pro rata portion based on
the time elapsed to the termination of employment.
(4) If, within 24 months following a change in control, the employment of
a participant is terminated for Cause and the Company is the surviving
corporation or the surviving or acquiring corporation assumes the
outstanding Awards or substitutes equivalent awards, then (consistent
with the current terms of the Long-Term Plan), all stock options and
stock appreciation rights will expire and all unvested restricted
stock and performance units will be forfeited, and all rights under
such Awards will terminate.
The proposed amendment would define "Good Reason" as (1) a reduction in the
participant's base salary or a failure to pay compensation or benefits when due,
(2) requiring the participant to be based more than 50 miles from his workplace
prior to a change in control, (3) failure to continue compensation or employee
benefit plans that, in the aggregate, are substantially equivalent to those
provided prior to the change in control, (4) any purported termination of the
participant for "Cause" which does not comply with the definition of "Cause" and
(5) the Company's failure to obtain an agreement from any successor to assume
the Long-Term Plan.
"Cause" is defined as termination of a Participant's employment within 24
months following a change in control by reason of his or her (1) conviction of a
felony or (2) engaging in conduct which constitutes willful gross misconduct
which is demonstrably and materially injurious to the Company.
The proposed amendment would provide that if a participant's employment is
terminated without Cause or for Good Reason under the circumstances described
above, the participant would have three years from the date of such termination
of employment to exercise any stock options or stock appreciation rights,
provided that such rights may not be exercised after their expiration, and
provided, further that if a participant is eligible to retire upon or dies after
such termination of employment, stock options and stock appreciation rights may
be exercised in accordance with Section 5.6 of the Long-Term Plan. Stock options
and stock appreciation rights would, in all other instances, continue to be
exercisable in accordance with Section 5.6 of the Long-Term Plan.
Pursuant to the terms of the Long-Term Plan, the proposed amendments would
only apply to awards made after November 17, 2000. Awards made prior to November
18, 2000 under the Long-Term Plan would continue to be subject to the current
change in control provisions. The full text of the Long-Term Plan is set forth
in Appendix B and should be referred to for a complete description of its terms
and conditions.
ITEM 4
RATIFICATION OF APPOINTMENT OF AUDITORS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL
The proxy, unless otherwise directed thereon, will be voted for a
resolution ratifying action of the Board, upon the recommendation of its Audit
Committee, reappointing the firm of PricewaterhouseCoopers LLP ("PwC") Certified
Public Accountants, as independent accountants to make an audit of the accounts
of the Company for fiscal 2001. PwC has audited the Company's books for many
years. The names of the Directors serving on the Audit Committee are indicated
on page 9, under the heading "Board Committees". The vote required for
ratification is a majority of shares voting. If the resolution is rejected, or
if PwC declines to act or becomes incapable of acting, or if their employment is
27
<PAGE> 31
discontinued, the Board will appoint other accountants whose continued
employment after the 2001 Annual Meeting of the Shareowners will be subject to
ratification by the Shareowners.
Representatives of PwC will be at the 2000 Annual Meeting to make a
statement if they desire to do so and to answer questions.
For fiscal 2000 PwC also examined the separate financial statements of
certain of the Company's foreign subsidiaries and provided other audit services
to the Company in connection with SEC filings, review of periodic financial
statements and audits of certain employee benefit plans.
ITEM 5
SHAREOWNER PROPOSAL ON GLOBAL
WORKERS RIGHTS STANDARDS
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
The Comptroller of The City of New York, as custodian and/or trustee of the
New York City Employees Retirement System (NYCERS), the New York City Teachers
Retirement System, the New York City Fire Department Pension Fund and the New
York City Police Pension Fund, 1 Centre Street, New York, NY 10007-2341, owner
of 974,146 shares, has notified the Company in writing that these funds intend
to present the following resolution at the Annual Meeting. A majority of the
votes cast at the meeting is required for approval. Except as otherwise
specified in the proxy, proxies will be voted against this proposal.
"Whereas Campbell Soup Company currently has extensive overseas operations,
and
Whereas, reports of human rights abuses in the overseas subsidiaries and
suppliers of some U.S.-based corporations have led to an increased public
awareness of the problems of child labor, "sweatshop" conditions, and the denial
of labor rights in U.S. corporate overseas operations, and
Whereas, corporate violations of human rights in these overseas operations
can lead to negative publicity, public protests, and a loss of consumer
confidence which can have a negative impact on shareholder value, and
Whereas, a number of corporations have implemented independent monitoring
pilot programs with respected local human rights and religious organizations to
strengthen compliance with international human rights norms in selected supplier
factories, and
Whereas, the Council on Economic Priorities has established a program of
independent monitoring known as the SA8000 Social Accountability Standards, and
Whereas, these standards incorporate the conventions of the International
Labor Organization (ILO) on workplace human rights which include the following
principles:
1) All workers have the right to form and join trade unions and to bargain
collectively. (ILO Conventions 87 and 98)
2) Workers representatives shall not be the subject of discrimination and
shall have access to all workplaces necessary to enable them to carry
out their representation functions. (ILO Convention 135)
3) There shall be no discrimination or intimidation in employment.
Equality of opportunity and treatment shall be provided regardless of
race, color, sex, religion, political opinion, age, nationality, social
origin, or other distinguishing characteristics. (ILO Conventions 100
and 111)
4) Employment shall be freely chosen. There shall be no use of force,
including bonded or prison labor. (ILO Conventions 29 and 105)
5) There shall be no use of child labor. (ILO Convention 138), and
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Whereas, independent monitoring of corporate adherence to these standards
is essential if consumer and investor confidence in our company's commitment to
human rights is to be maintained,
Therefore, be it resolved that the company commit itself to the full
implementation of the aforementioned human rights standards by its international
suppliers and in its own international production facilities and commit to a
program of outside, independent monitoring of compliance with these standards."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE
SHAREHOLDER PROPOSAL ON GLOBAL WORKERS RIGHTS STANDARDS FOR THE FOLLOWING
REASONS:
Campbell Soup Company is committed to fair and ethical treatment of all
employees and respect for human rights in the workplace. Our Worldwide Standards
of Conduct and other corporate policies make clear that the Company does not
tolerate discrimination or harassment based on any personal characteristic or
belief. The Company opposes child labor and forced labor of any kind. We support
the right of all employees to organize in accordance with applicable labor laws.
Our Standards of Conduct require that all Campbell operations be conducted in a
manner consistent in letter and spirit with all laws and regulations that affect
our businesses and employees. In addition, our contracts require that Campbell
suppliers conduct their businesses in compliance with all applicable laws and
labor and employment standards.
In short, Campbell fully concurs with the substantive goals to which this
proposal is addressed. Our policies and business practices demonstrate our
commitment in this regard. The additional commitment contemplated by this
proposal is unnecessary. Moreover, the process it would mandate entails complex
and burdensome requirements that would not be in the best interest of our
shareowners.
The SA8000 Social Accountability Standards were developed by a
self-appointed group known as Social Accountability International. Their
adoption would require Campbell to commit substantial human and financial
resources to the implementation and monitoring of privately-developed
regulations. The independent monitoring called for by the Standards must be
performed by certification firms approved by Social Accountability
International. As best as we can ascertain, the Standards have been adopted by
only a few companies, and only a handful of facilities anywhere have received
the necessary certification.
The costly and burdensome undertakings embraced in this proposal are
unwarranted in view of Campbell's existing policies and practices. Accordingly,
the Board of Directors recommends a vote AGAINST this proposal.
SUBMISSION OF SHAREOWNER PROPOSALS
Under Rule 14a-8(e) of the Securities Exchange Act of 1934, shareowner
proposals intended for inclusion in next year's proxy statement must be
submitted in writing to the Company to the Corporate Secretary at Campbell
Place, Camden, New Jersey 08103-1799, and must be received by June 12, 2001.
Any shareowner proposal submitted for consideration at next year's annual
meeting but not submitted for inclusion in the proxy statement that is received
by the Company after August 26, 2001, will not be considered filed on a timely
basis with the Company under Rule 14a-4(c) (1). For such proposals that are not
timely filed, the Company retains discretion to vote proxies it receives. For
such proposals that are timely filed, the Company retains discretion to vote
proxies it receives provided 1) the Company includes in its proxy statement
advice on the nature of the proposal and how it intends to exercise its voting
discretion; and 2) the proponent does not issue a proxy statement.
DIRECTORS AND EXECUTIVE OFFICERS STOCK OWNERSHIP REPORTS
The federal securities laws require the Company's Directors and Executive
Officers, and persons who own more than ten percent of the Company's capital
stock, to file with the Securities and Exchange
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<PAGE> 33
Commission and the New York Stock Exchange initial reports of ownership and
reports of changes in ownership of any securities of the Company.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended July 30, 2000, all the
Company's Executive Officers, Directors and greater-than-ten-percent beneficial
owners made all required filings.
OTHER MATTERS
Two shareowner proposals were submitted to the Company for inclusion in the
2000 proxy statement under Rule 14a-8 of the Securities Exchange Act of 1934.
These proposals were received by the Company on or about August 28, 2000, which
was after the June 13, 2000 deadline for Rule 14a-8 proposals set forth in the
1999 proxy statement. If however, the proponents seek to have the resolutions,
considered at the 2000 annual meeting, the Company plans to vote proxies it
receives against the proposals. Both proposals request the Company to adopt a
policy to phase out genetically engineered products and to provide the interim
step of labeling such products.
The Board of Directors knows of no other matters to be presented for action
at the meeting. If other matters come before the meeting, it is the intention of
the Directors' proxy to vote on such matters in accordance with his or her best
judgment.
PROXIES AND VOTING AT THE MEETING
This statement and the accompanying proxy card are being mailed on or about
October 10, 2000, for solicitation of proxies by the Board of Directors for the
Annual Meeting of Shareowners of Campbell Soup Company called to be held on
November 17, 2000. The mailing address of the Company's World Headquarters is
Campbell Place, Camden, New Jersey 08103-1799.
Proxies marked as abstaining (including proxies containing broker
non-votes) on any matter to be acted upon by Shareowners will be treated as
present at the meeting for purposes of determining a quorum but will not be
counted as votes cast on such matters.
This solicitation of proxies is made on behalf of the Board of Directors of
the Company with authorization of the Board, and the Company will bear the cost.
Copies of proxy solicitation material will be mailed to Shareowners, and
employees of the Company may communicate with Shareowners to solicit their
proxies. Brokers, banks and others holding stock in their names, or in names of
nominees, may request and forward copies of the proxy solicitation material to
beneficial owners and seek authority for execution of proxies, and the Company
will reimburse them for their expenses in so doing at the rates approved by the
New York Stock Exchange.
When a proxy is returned properly dated and signed, the shares represented
thereby, including any shares held under the Company's Dividend Reinvestment
Plan, will be voted by the person named as the Directors' proxy in accordance
with each Shareowner's directions. Proxies will also be considered to be
confidential voting instructions to the applicable Trustee with respect to
shares held in accounts under the Campbell Soup Company Savings and 401(k) Plan
for Salaried Employees, the Campbell Soup Company Savings and 401(k) Plan for
Hourly-Paid Employees, and the Campbell Soup Company Ltd Employee Savings and
Stock Bonus Plan. If participants in these Plans are also Shareowners of record
under the same account information, they will receive a single proxy which
represents all shares. If the account information is different, then the
participants will receive separate proxies.
Shareowners of record and participants in savings plans may cast their vote
by:
1) using the toll-free phone number listed on the proxy solicitation/voting
instruction card;
2) using the Internet and voting at the website listed on the proxy card;
or
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<PAGE> 34
3) signing, dating and mailing the proxy card in the enclosed postage paid
envelope.
The telephone and Internet voting procedures are designed to authenticate
votes cast by use of a personal identification number. The procedure allows
shareowners to appoint a proxy and the savings plan participants to instruct a
plan fiduciary to vote their shares and to confirm their instructions have been
properly recorded. Specific instructions to be followed are set forth on the
enclosed proxy solicitation/voting instruction card.
Shareowners are urged to specify their choices by marking the appropriate
boxes on the enclosed proxy card. If a proxy card is dated, signed and returned
without specifying choices, the shares will be voted as recommended by the
Directors (or, in the case of participants in the Plans referred to above, may
be voted at the discretion of the applicable Trustee). This year shareowners who
own shares directly in their own name may vote their shares by telephone or via
the Internet. Please refer to the specific instructions on the enclosed proxy
card.
A Shareowner giving a proxy may revoke it by notifying the Corporate
Secretary in writing any time before it is voted. If a Shareowner wishes to give
a proxy to someone other than the Directors' proxy, all three names appearing on
the enclosed proxy may be crossed out and the name of another person inserted.
The signed proxy card must be presented at the meeting by the person
representing the Shareowner.
Each Shareowner who plans to attend the meeting in person is requested to
so indicate in the space provided on the proxy card or as directed when voting
by telephone or the Internet. The Company will then be able to mail an admission
card to the Shareowner in advance of the meeting. Shareowners who do not have
admission cards will need to register at the door.
INFORMATION ABOUT ATTENDING THE MEETING
The Annual Meeting of Shareowners will be held this year at The Lakeland
Center, Lakeland, Florida, which is approximately three miles from the Company's
Pepperidge Farm bakery. A map showing the meeting location appears at the back
of this booklet.
To obtain an admission ticket by mail in advance and avoid registration
lines at the door, simply indicate that you plan to attend the meeting by
marking the appropriate box on the proxy card and return it in the envelope
provided. If you do not wish to send the proxy card, you may obtain an admission
card by sending a written request in the envelope. Shareowners who do not have
admission cards will need to register at the door.
IF YOU DO NOT OWN SHARES IN YOUR OWN NAME, YOU SHOULD HAVE YOUR BROKER OR
AGENT IN WHOSE NAME THE SHARES ARE REGISTERED CALL (856) 342-6122, FAX (856)
342-3889, OR WRITE TO THE OFFICE OF THE CORPORATE SECRETARY AT CAMPBELL PLACE,
CAMDEN, NJ 08103-1799 TO REQUEST A TICKET BEFORE NOVEMBER 3, 2000. OTHERWISE YOU
MUST BRING PROOF OF OWNERSHIP (E.G., BROKER'S STATEMENT) IN ORDER TO BE ADMITTED
TO THE MEETING.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING.
PLEASE FILL OUT, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD OR VOTE BY
PHONE OR VIA THE INTERNET AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING.
Camden, New Jersey
October 10, 2000
By order of the Board of Directors,
/s/ JOHN J. FUREY
John J. Furey
Corporate Secretary
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<PAGE> 35
--------------------------------------------------------------------------------
CAMPBELL SOUP COMPANY
------------------------
MANAGEMENT WORLDWIDE INCENTIVE PLAN
------------------------
As amended: November 17, 2000
--------------------------------------------------------------------------------
Appendix A
<PAGE> 36
CAMPBELL SOUP COMPANY
MANAGEMENT WORLDWIDE INCENTIVE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
------- ----
<S> <C> <C>
I. Purpose..................................................... A-1
II. Definitions................................................. A-1
III. Administration.............................................. A-2
IV. Participation............................................... A-2
V. Awards...................................................... A-2
VI. Limitations................................................. A-3
VII. Amendment, Suspension or Termination of the Plan in Whole or A-3
in Part.....................................................
VIII. Change in Control of the Company............................ A-4
IX. Miscellaneous............................................... A-6
Appendix 1.................................................. A-7
</TABLE>
<PAGE> 37
ARTICLE I
PURPOSE
sec.1.1 The purpose of the Plan is to provide annual financial incentives
for selected employees of the Campbell Group, thereby promoting the growth and
financial success of the Campbell Group by (1) attracting and retaining
employees of outstanding ability, (2) strengthening the Campbell Group's
capability to develop, maintain, and direct a competent management team, (3)
motivating employees to achieve annual Performance Goals and objectives, and (4)
providing incentive compensation opportunities competitive with those of other
major corporations.
ARTICLE II
DEFINITIONS
The following words and phrases, as used in the Plan, shall have these
meanings:
sec.2.1 "BOARD" means the Board of Directors of the Company.
sec.2.2 "CAMPBELL GROUP" means the Company and all of its Subsidiaries.
sec.2.3 "CAUSE" except for purposes of Article VIII, means the termination
of a Participant's employment by reason of his or her (1) engaging in gross
misconduct that is injurious to the Campbell Group, monetarily or otherwise, (2)
misappropriation of funds, (3) willful misrepresentation to the directors or
officers of the Campbell Group, (4) gross negligence in the performance of the
Participant's duties having an adverse effect on the business, operations,
assets, properties or financial condition of the Campbell Group, (5) conviction
of a crime involving moral turpitude, or (6) entering into competition with the
Campbell Group. The determination of whether a Participant's employment was
terminated for Cause shall be made by the Company in its sole discretion.
sec.2.4 "CAMPBELL STOCK" means Capital Stock of the Company.
sec.2.5 "COMMITTEE" means the Compensation and Organization Committee of
the Board or a subcommittee thereof. All members of the Committee shall be
"Outside Directors," as defined or interpreted for purposes of Section 162(m) of
the Code, and "Non-Employee Directors," within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act").
sec.2.6 "COMPANY" means Campbell Soup Company and its successors and
assigns.
sec.2.7 "DEFERRED COMPENSATION PLAN" means the Campbell Soup Company
Deferred Compensation Plan.
sec.2.8 "DIRECTOR" means a member of the Board who is not an Eligible
Employee.
sec.2.9 "ELIGIBLE EMPLOYEE" means a person who at the end of the fiscal
year is a regular full-time salaried employee of the Campbell Group and who, in
the opinion of the Committee, is a key employee whose performance can contribute
to the successful management of the Campbell Group, including a person whose
services terminated before the end of the fiscal year, but not including a
person serving only as a director of the Company or a Subsidiary.
sec.2.10 "PERFORMANCE GOALS" means the goals established by the Committee
pursuant to Article V.
sec.2.11 "PARTICIPANT" means a person to whom an award of incentive
compensation has been made under the Plan.
sec.2.12 "PLAN" means the Campbell Soup Company Management Worldwide
Incentive Plan.
sec.2.13 "PRESIDENT" means the President of the Company.
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sec.2.14 "SHAREOWNERS" means the Shareowners of the Company.
sec.2.15 "SUBSIDIARY" means a corporation, domestic or foreign, the
majority of the voting stock of which is owned directly or indirectly by the
Company.
ARTICLE III
ADMINISTRATION
sec.3.1 The Plan shall be administered by the Committee. The Committee
shall have all necessary powers to administer and interpret the Plan, such
powers to include the authority to select Eligible Employees to whom awards may
be granted under the Plan and to determine the amount of any award of incentive
compensation to be granted to any Eligible Employee, except that the amount of
any incentive compensation to be granted by the Committee to any Eligible
Employee who is also a Director of the Company shall be approved by the Board. A
Director shall not participate in a vote approving the amount of the grant to
himself or herself. The Committee shall have full power and authority to adopt
such rules, regulations and instruments for the administration of the Plan and
for the conduct of its business as the Committee deems necessary or advisable.
The Committee's interpretations of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all parties concerned, including
the Company, its Shareowners and any employee of the Campbell Group.
ARTICLE IV
PARTICIPATION
sec.4.1 Participants in the Plan shall be selected by the Committee from
among Eligible Employees based upon such criteria as the Committee may from time
to time determine.
ARTICLE V
AWARDS
sec.5.1 ESTABLISHMENT OF PERFORMANCE GOALS. Prior to the beginning of
each fiscal year the Committee will establish in writing Performance Goals for
the Company and its various operating units. The goals will be comprised of
specified annual levels of one or more performance criteria as the Committee may
deem appropriate such as: earnings per share, net earnings, operating earnings,
unit volume, net sales, market share, balance sheet measurements, revenue,
economic profit, cash flow, cash return on assets, shareowner return, return on
equity, return on capital or other value-based performance measures. The
Committee may disregard or offset the effect of any special charges or gains or
cumulative effect of a change in accounting in determining the attainment of
Performance Goals. Awards may also be payable when Company performance, as
measured by one or more of the above criteria, as compared to peer companies
meets or exceeds an objective criterion established by the Committee.
sec.5.2 ESTABLISHMENT OF AWARD CATEGORIES. Prior to the close of each
fiscal year, the Committee shall:
(a) be advised by such appropriate officer of the Company as it may
request, of the recommended estimated aggregate amount of awards of
incentive compensation to be granted under the Plan for such fiscal year;
and
(b) determine whether awards shall be granted under the Plan for the
fiscal year and if so, determine, the classes of employees eligible to
receive awards of incentive compensation based upon job grade and salary
levels and such other procedures for the granting of the awards as the
Committee may deem desirable.
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The class of employees determined to be eligible for awards shall not be
subject to change after the close of the fiscal year.
sec.5.3 ESTABLISHMENT OF AWARD AMOUNTS. After the close of the fiscal
year, the Committee may fix a maximum aggregate dollar amount which may be
granted for awards for that fiscal year. The amounts of awards to be granted
with respect to particular employees within the eligible classes may be
determined after the close of the fiscal year under procedures established by
the Committee.
sec.5.4 GRANT OF AWARDS. The Committee shall, in granting awards to
particular Eligible Employees for any fiscal year, take into consideration (a)
the performance of the Company or the organizational unit of the Eligible
Employee based upon attainment of Performance Goals and (b) as between
Participants, the contribution of the Participant during the fiscal year to the
success of the Company, including the Participant's (i) position and level of
responsibility, (ii) business unit, division or department achievements, and
(iii) management assessment of individual performance. No award or awards may be
granted to any Participant for the same fiscal year that exceeds in the
aggregate $5 million. The Committee shall have no discretion to increase such
awards.
sec.5.5 COMMITTEE DISCRETION. The Committee shall have complete
discretion with respect to the determination of the Eligible Employees to whom
awards of incentive compensation shall be granted and the granting of such
awards, except that the amount of any incentive compensation to be granted by
the Committee to any Eligible Employee who is also a Director of the Company
shall be approved by the Board in accordance with Article III.
sec.5.6 LIMITATION ON AWARDS. Notwithstanding any other provision of the
Plan, the Committee may not grant any award for any fiscal year, prior to a
Change in Control (as hereinafter defined), in which no cash dividend shall have
been paid on Campbell Stock.
sec.5.7 PAYMENT OF AWARDS. Incentive compensation awards made pursuant to
Article V shall be paid entirely in cash as soon as possible after grant
approval, unless the Participant is eligible for and has elected to defer
receipt of a portion or all of such award in accordance with the terms of the
Deferred Compensation Plan or unless the Committee, in its discretion, approves
the conversion of the award into stock options, restricted stock or unrestricted
stock pursuant to the Company's long-term incentive plan.
ARTICLE VI
LIMITATIONS
sec.6.1 RIGHTS NOT ABSOLUTE. No person shall at any time have any right
to be granted an award hereunder for any fiscal year, and no person shall have
authority to enter into an agreement committing the Company to make or pay an
award, nor shall any person have authority to make any representation or
warranty on behalf of the Company with respect thereto.
sec.6.2 PARTICIPANTS RIGHTS LIMITED TO PLAN. Participants receiving
awards shall have no rights to such awards except as set forth in this Plan.
sec.6.3 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the action of the
Company in establishing the Plan, nor any action taken by it or by the Board or
the Committee under the Plan, nor any provision of the Plan, shall be construed
as giving to any person the right to be retained in the employ of the Campbell
Group.
ARTICLE VII
AMENDMENT, SUSPENSION OR TERMINATION OF
THE PLAN IN WHOLE OR IN PART
sec.7.1 The Board may amend, suspend or terminate the Plan in whole or in
part; but it may not affect adversely rights or obligations with respect to
awards previously made. The Plan may be altered,
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<PAGE> 40
changed or repealed by the Shareowners; but such action shall not affect
adversely rights or obligations with respect to awards previously made.
ARTICLE VIII
CHANGE IN CONTROL OF THE COMPANY
sec.8.1 CONTRARY PROVISIONS. Notwithstanding anything contained in the
Plan to the contrary, the provisions of this Article VIII shall govern and
supersede any inconsistent terms or provisions of the Plan; provided, however,
that any awards for fiscal years prior to fiscal 2002 shall be subject to the
Change in Control provisions set forth in Appendix 1.
sec.8.2 DEFINITIONS of "Change in Control" and "Cause." For purposes of
the Plan "Change in Control" shall mean any of the following events:
(a) The acquisition in one or more transactions by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the 1934
Act) of "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of twenty-five percent (25%) or more of the
combined voting power of the Company's then outstanding voting securities
(the "Voting Securities"), provided, however, that for purposes of this
Section 8.2(a), the Voting Securities acquired directly from the Company by
any Person shall be excluded from the determination of such Person's
Beneficial Ownership of Voting Securities (but such Voting Securities shall
be included in the calculation of the total number of Voting Securities
then outstanding); or
(b) The individuals who, as of September 28, 2000, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute more than
fifty percent of the Board; provided, however, that if the election, or
nomination for election by the Company's Shareowners, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such
new director shall, for purposes of the Plan, be considered as a member of
the Incumbent Board; or
(c) Approval by Shareowners of the Company of (1) a merger or
consolidation involving the Company if the Shareowners of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly immediately following such merger or consolidation, more than
fifty percent (50%) of the combined voting power of the outstanding Voting
Securities of the corporation resulting from such merger or consolidation
in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger or consolidation or (2) a
complete liquidation or dissolution of the Company or an agreement for the
sale or other disposition of all or substantially all of the assets of the
Company; or
(d) Acceptance of Shareowners of the Company of shares in a share
exchange if the Shareowners of the Company, immediately before such share
exchange, do not own, directly or indirectly immediately following such
share exchange, more than fifty percent (50%) of the combined voting power
of the outstanding Voting Securities of the corporation resulting from such
share exchange in substantially the same proportion as their ownership of
the Voting Securities outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty-five percent (25%) or more of the then outstanding
Voting Securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its Subsidiaries, (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the Shareowners of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition, (iii) any "Grandfathered Dorrance Family Shareowner"
(as hereinafter defined) or (iv) any Person who has acquired such Voting
Securities directly from any Grandfathered Dorrance Family Shareowner but only
if such Person has executed an agreement which is approved by two-thirds of the
Board and pursuant to which such Person has agreed that he (or they) will not
increase his (or their) Beneficial Ownership (directly or indirectly)
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to 30% or more of the outstanding Voting Securities (the "Standstill Agreement")
and only for the period during which the Standstill Agreement is effective and
fully honored by such Person. For purposes of this Section, "Grandfathered
Dorrance Family Shareowner" shall mean at any time a "Dorrance Family
Shareowner" (as hereinafter defined) who or which is at the time in question the
Beneficial Owner solely of (v) Voting Securities Beneficially Owned by such
individual on January 25, 1990, (w) Voting Securities acquired directly from the
Company, (x) Voting Securities acquired directly from another Grandfathered
Dorrance Family Shareowner, (y) Voting Securities which are also Beneficially
Owned by other Grandfathered Dorrance Family Shareowners at the time in
question, and (z) Voting Securities acquired after January 25, 1990 other than
directly from the Company or from another Grandfathered Dorrance Family
Shareowner by any "Dorrance Grandchild" (as hereinafter defined) provided that
the aggregate amount of Voting Securities so acquired by each such Dorrance
Grandchild shall not exceed five percent (5%) of the Voting Securities
outstanding at the time of such acquisition. A "Dorrance Family Shareowner" who
or which is at the time in question the Beneficial Owner of Voting Securities
which are not specified in clauses (v), (w), (x), (y) and (z) of the immediately
preceding sentence shall not be a Grandfathered Dorrance Family Shareowner at
the time in question. For purposes of this Section, "Dorrance Family
Shareowners" shall mean individuals who are descendants of the late Dr. John T.
Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such
descendants. A "Dorrance Grandchild" means as to each particular grandchild of
the late Dr. John T. Dorrance, Sr., all of the following taken collectively:
such grandchild, such grandchild's descendants and/or the spouses, fiduciaries
and foundations of such grandchild and such grandchild's descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.
Notwithstanding anything contained in this Plan to the contrary, if a
Participant's employment is terminated by the Company without Cause within one
year prior to a Change in Control and such termination (1) was at the request of
a third party who effectuates a Change in Control or (2) otherwise occurred in
connection with or in anticipation of, a Change in Control, then for purposes of
this Article VIII only, the date of a Change in Control shall mean the date
immediately prior to the date of such Participant's termination of employment.
"Cause." For purposes of this Article VIII only, the term "Cause" shall
mean the termination of a Participant's employment by reason of his or her (a)
conviction of a felony or (b) engaging in conduct which constitutes willful
gross misconduct which is demonstrably and materially injurious to the Campbell
Group, monetarily or otherwise. No act, nor failure to act, on the Employee's
part, shall be considered "willful" unless he or she has acted, or failed to
act, with an absence of good faith and without a reasonable belief that his or
her action or failure to act was in the best interest of the Campbell Group.
For purposes of this Article VIII only, any award granted for fiscal year
2001 shall be subject to the definition of Change in Control set forth in
Appendix 1.
sec.8.3 CHANGE IN CONTROL AWARD. During any fiscal year in which a Change
in Control occurs ("Change in Control Year") each Eligible Employee who is a
Participant on the date immediately prior to the Change in Control (a) whose
employment with his or her employer is terminated prior to the end of the Change
in Control Year for any reason (other than by his or her employer for Cause) or
(b) who is in the employ of the Company or any Subsidiary on the last day of the
Change in Control Year, shall be entitled to receive, in either case, within
thirty (30) days thereafter, a cash payment equal to the greater of (x) his or
her target award for the Change in Control Year or (y) the average of the awards
paid or
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payable under the Plan for the two most recent fiscal years ended prior to the
Change in Control Year (the "Award"); provided, however, that the amount of the
Award to be paid to each Participant as provided in clause (a) above shall be
multiplied by a fraction, the numerator of which shall be the number of calendar
days from and including the first day of the Change in Control Year through and
including the date the Participant's employment is terminated and the
denominator of which shall be 365; provided, further, however, that the Award to
be paid to any Participant who is a party to an individual severance agreement
shall be reduced by the amount of the "Pro Rata Bonus" (as defined in the
severance agreement) that such Participant receives under the severance
agreement.
sec.8.4 CONTINUATION OF THE PLAN. For a period of two (2) years following
a Change in Control, the Plan shall not be terminated or amended in any way
(including, but not limited to, restricting or limiting any Eligible Employee's
right to participate in the Plan), nor shall the manner in which the Plan is
administered be changed in a way that adversely affects the level of
participation or reward opportunities of any Participant; provided, however,
that the Plan shall be amended as necessary to make appropriate adjustments for
(a) any negative effect that the costs and expenses incurred by the Company and
its Subsidiaries in connection with the Change in Control may have on the
benefits payable under the Plan and (b) any changes to the Company and/or its
Subsidiaries (including, but not limited to, changes in corporate structure,
capitalization and increased interest expense as a result of the incurrence or
assumption by the Company of acquisition indebtedness) following the Change in
Control so as to preserve the reward opportunities and performance targets for
comparable performance under the Plan as in effect on the date immediately prior
to the Change in Control.
sec.8.5 AMENDMENT OR TERMINATION. This Article VIII shall not be amended
or terminated at any time if any such amendment or termination would adversely
affect the rights of any Participants under the Plan.
sec.8.6 AMENDMENT OR TERMINATION PRIOR TO A CHANGE IN CONTROL. Any
amendment or termination of the Plan prior to a Change in Control which (1) was
at the request of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control or (2) otherwise arose in
connection with or in anticipation of a Change in Control, shall be null and
void and shall have no effect whatsoever.
ARTICLE IX
MISCELLANEOUS
sec.9.1 NON-ALIENATION. No amounts payable under the Plan shall be
subject in any manner to anticipation, assignment, or voluntary or involuntary
alienation.
sec.9.2 GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of New Jersey to the extent not preempted
by federal law.
sec.9.3 INCAPACITY. If the Committee, in its sole discretion, deems a
Participant who is eligible to receive any payment hereunder to be incompetent
to receive the same due to age, illness or any infirmity or incapacity of any
kind, the Committee may direct the employer to apply such payment directly for
the benefit of such person, or to make payment to any person selected by the
Committee to disburse the same for the benefit of the Participant. Payments made
pursuant to this Section shall operate as a discharge, to the extent thereof, of
all liabilities of the employer, the Committee and the Plan to the person for
whose benefit the payments are made.
sec.9.4 TRUST ARRANGEMENT. All benefits under the Plan represent an
unsecured promise to pay by the Company. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of the Company;
provided, however, nothing herein shall prevent or prohibit the Company from
establishing a trust or other arrangement for the purpose of providing for the
payment of the benefits payable under the Plan.
A-6
<PAGE> 43
APPENDIX 1 TO MANAGEMENT WORLDWIDE INCENTIVE PLAN
Definition of "Change In Control". For any awards for fiscal years prior to
fiscal 2002 "Change in Control" shall mean any of the following events:
(a) The acquisition in one or more transactions by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the 1934
Act) of "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of twenty-five percent (25%) or more of the
combined voting power of the Company's then outstanding voting securities
(the "Voting Securities"), provided, however, that for purposes of this
Section 8.2(a), the Voting Securities acquired directly from the Company by
any Person shall be excluded from the determination of such Person's
Beneficial Ownership of Voting Securities (but such Voting Securities shall
be included in the calculation of the total number of Voting Securities
then outstanding); or
(b) The individuals who, as of January 25, 1990, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the election, or
nomination for election by the Company's Shareowners, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such
new director shall, for purposes of the Plan, be considered as a member of
the Incumbent Board; or
(c) Approval by Shareowners of the Company of (1) a merger or
consolidation involving the Company if the Shareowners of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly immediately following such merger or consolidation, more than
eighty percent (80%) of the combined voting power of the outstanding Voting
Securities of the corporation resulting from such merger or consolidation
in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger or consolidation or (2) a
complete liquidation or dissolution of the Company or an agreement for the
sale or other disposition of all or substantially all of the assets of the
Company; or
(d) Acceptance of Shareowners of the Company of shares in a share
exchange if the Shareowners of the Company, immediately before such share
exchange, do not own, directly or indirectly immediately following such
share exchange, more than eighty percent (80%) of the combined voting power
of the outstanding Voting Securities of the corporation resulting from such
share exchange in substantially the same proportion as their ownership of
the Voting Securities outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty-five percent (25%) or more of the then outstanding
Voting Securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its subsidiaries, (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the Shareowners of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition, (iii) any "Grandfathered Dorrance Family Shareowner"
(as hereinafter defined) or (iv) any Person who has acquired such Voting
Securities directly from any Grandfathered Dorrance Family Shareowner but only
if such Person has executed an agreement which is approved by two-thirds of the
Board and pursuant to which such Person has agreed that he (or they) will not
increase his (or their) Beneficial Ownership (directly or indirectly) to 30% or
more of the outstanding Voting Securities (the "Standstill Agreement") and only
for the period during which the Standstill Agreement is effective and fully
honored by such Person. For purposes of this Section, "Grandfathered Dorrance
Family Shareowner" shall mean at any time a "Dorrance Family Shareowner" (as
hereinafter defined) who or which is at the time in question the Beneficial
Owner solely of (v) Voting Securities Beneficially Owned by such individual on
January 25, 1990, (w) Voting Securities acquired directly from the Company, (x)
Voting Securities acquired directly from another Grandfathered Dorrance Family
Shareowner, (y) Voting Securities which are also Beneficially Owned by other
Grandfathered Dorrance Family Shareowners at the time in question, and (z)
Voting Securities acquired after January 25, 1990 other than directly from the
Company or from another Grandfathered Dorrance Family Shareowner by any
"Dorrance Grandchild" (as hereinafter defined) provided that the
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<PAGE> 44
aggregate amount of Voting Securities so acquired by each such Dorrance
Grandchild shall not exceed five percent (5%) of the Voting Securities
outstanding at the time of such acquisition. A "Dorrance Family Shareowner" who
or which is at the time in question the Beneficial Owner of Voting Securities
which are not specified in clauses (v), (w), (x), (y) and (z) of the immediately
preceding sentence shall not be a Grandfathered Dorrance Family Shareowner at
the time in question. For purposes of this Section, "Dorrance Family
Shareowners" shall mean individuals who are descendants of the late Dr. John T.
Dorrance, Sr. and/or the spouses, fiduciaries and foundations of such
descendants. A "Dorrance Grandchild" means as to each particular grandchild of
the late Dr. John T. Dorrance, Sr., all of the following taken collectively:
such grandchild, such grandchild's descendants and/or the spouses, fiduciaries
and foundations of such grandchild and such grandchild's descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.
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--------------------------------------------------------------------------------
CAMPBELL SOUP COMPANY
------------------------
1994 LONG-TERM INCENTIVE PLAN
------------------------
As amended: November 17, 2000
--------------------------------------------------------------------------------
Appendix B
<PAGE> 46
CAMPBELL SOUP COMPANY
1994 LONG-TERM INCENTIVE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE PAGE
------- ----
<S> <C> <C>
I. Purpose and Effective Date.................................. B-1
II. Definitions................................................. B-1
III. Administration.............................................. B-3
IV. Awards...................................................... B-3
V. Stock Options and Stock Appreciation Rights................. B-4
VI. Restricted Stock............................................ B-8
VII. Awards for Non-Employee Directors........................... B-8
VIII. Unrestricted Campbell Stock Awards for Key Employees........ B-9
IX. Award of Performance Units.................................. B-9
X. Deferral of Payments........................................ B-10
XI. Miscellaneous Provisions.................................... B-10
XII. Change in Control of the Company............................ B-11
Appendix 1.................................................. B-17
</TABLE>
<PAGE> 47
ARTICLE I
PURPOSE AND EFFECTIVE DATE
sec.1.1 PURPOSE. The purpose of the Plan is to provide financial
incentives for selected Key Employees of the Campbell Group and for the
non-employee Directors of the Company, thereby promoting the long-term growth
and financial success of the Campbell Group by (1) attracting and retaining
employees and Directors of outstanding ability, (2) strengthening the Campbell
Group's capability to develop, maintain, and direct a competent management team,
(3) providing an effective means for selected Key Employees and non-employee
Directors to acquire and maintain ownership of Campbell Stock, (4) motivating
Key Employees to achieve long-range Performance Goals and objectives, and (5)
providing incentive compensation opportunities competitive with those of other
major corporations.
sec.1.2 EFFECTIVE DATE AND EXPIRATION OF PLAN. The Plan was approved at
the 1994 annual meeting of Shareowners of the Company and became effective on
November 17, 1994. Unless earlier terminated by the Board pursuant to Section
11.3, the Plan shall terminate on the tenth anniversary of its Effective Date.
No Award shall be made pursuant to the Plan after its termination date, but
Awards made prior to the termination date may extend beyond that date.
ARTICLE II
DEFINITIONS
The following words and phrases, as used in the Plan, shall have these
meanings:
sec.2.1 "AWARD" means, individually or collectively, any Option, SAR,
Restricted Stock, unrestricted Campbell Stock or Performance Unit Award.
sec.2.2 "BOARD" means the Board of Directors of the Company.
sec.2.3 "CAMPBELL GROUP" means the Company and all of its Subsidiaries on
and after the Effective Date.
sec.2.4 "CAMPBELL STOCK" means Capital Stock of the Company.
sec.2.5 "CAPITAL AND INCOME RETAINED IN THE BUSINESS" means capital and
income, retained in the business of the Campbell Group as reported to the
Company on a consolidated basis by its independent public accountants.
sec.2.6 "CAUSE" except for purposes of Article XII, means the termination
of a Participant's employment by reason of his or her (1) engaging in gross
misconduct that is injurious to the Campbell Group, monetarily or otherwise, (2)
misappropriation of funds, (3) willful misrepresentation to the directors or
officers of the Campbell Group, (4) gross negligence in the performance of the
Participant's duties having an adverse effect on the business, operations,
assets, properties or financial condition of the Campbell Group, (5) conviction
of a crime involving moral turpitude, or (6) entering into competition with the
Campbell Group. The determination of whether a Participant's employment was
terminated for Cause shall be made by the Company in its sole discretion.
sec.2.7 "CODE" means the Internal Revenue Code of 1986, as amended.
sec.2.8 "COMMITTEE" means the Compensation and Organization Committee of
the Board or a subcommittee thereof. All members of the Committee shall be
"Outside Directors," as defined or interpreted for purposes of Section 162(m) of
the Code, and "Non-Employee Directors," within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act").
sec.2.9 "COMPANY" means Campbell Soup Company and its successors and
assigns.
sec.2.10 "DEFERRED ACCOUNT" means an account established for a Participant
under Section 10.1.
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sec.2.11 "DIRECTOR" means a member of the Board of Directors of the
Company.
sec.2.12 "EFFECTIVE DATE" means November 17, 1994.
sec.2.13 "FAIR MARKET VALUE" means, as of any specified date, an amount
equal to the mean between the reported high and low prices of Campbell Stock on
the New York Stock Exchange composite tape on the specified date.
sec.2.14 "FISCAL YEAR" means the fiscal year of the Company, which is the
52- or 53-week period ending on the Sunday closest to July 31.
sec.2.15 "INCENTIVE STOCK OPTION" means an option within the meaning of
Section 422 of the Code.
sec.2.16 "INCOME BEFORE TAXES ON INCOME" means income before taxes on
income of the Campbell Group as reported to the Company on a consolidated basis
by its independent public accountants.
sec.2.17 "KEY EMPLOYEE" means a salaried employee of the Campbell Group
who is in a management position.
sec.2.18 "NONQUALIFIED STOCK OPTION" means an option granted under the
Plan other than an Incentive Stock Option.
sec.2.19 "OPTION" means either a Nonqualified Stock Option or an Incentive
Stock Option to purchase Campbell Stock.
sec.2.20 "OPTION PRICE" means the price at which Campbell Stock may be
purchased under an Option as provided in Section 5.4, or in the case of a SAR
granted under Section 5.8, the Fair Market Value of Campbell Stock on the date
the SAR is awarded.
sec.2.21 "PARTICIPANT" means a Key Employee or a non-employee Director to
whom an Award has been made under the Plan or a Transferee.
sec.2.22 "PERFORMANCE GOALS" means goals established by the Committee
pursuant to Section 4.5.
sec.2.23 "PERFORMANCE PERIOD" means a period of time over which
performance is measured.
sec.2.24 "PERFORMANCE UNIT" means the unit of measure determined under
Article IX by which is expressed the value of a Performance Unit Award.
sec.2.25 "PERFORMANCE UNIT AWARD" means an Award granted under Article IX.
sec.2.26 "PERSONAL REPRESENTATIVE" means the person or persons who, upon
the death, disability, or incompetency of a Participant, shall have acquired, by
will or by the laws of descent and distribution or by other legal proceedings,
the right to exercise an Option or SAR or the right to any Restricted Stock
Award or Performance Unit Award theretofore granted or made to such Participant.
sec.2.27 "PLAN" means Campbell Soup Company 1994 Long-Term Incentive Plan.
sec.2.28 "RESTRICTED PERFORMANCE STOCK" means Campbell Stock subject to
Performance Goals.
sec.2.29 "RESTRICTED STOCK" means Campbell Stock subject to the terms and
conditions provided in Article VI and including Restricted Performance Stock.
sec.2.30 "RESTRICTED STOCK AWARD" means an Award granted under Article VI.
sec.2.31 "RESTRICTION PERIOD" means a period of time determined under
Section 6.2 during which Restricted Stock is subject to the terms and conditions
provided in Section 6.3.
sec.2.32 "SAR" means a stock appreciation right granted under Section 5.8.
sec.2.33 "SHAREOWNERS" means the Shareowners of the Company.
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<PAGE> 49
sec.2.34 "STATEMENT" means a written confirmation of an Award under the
Plan furnished to the Participant.
sec.2.35 "SUBSIDIARY" means a corporation, domestic or foreign, the
majority of the voting stock of which is owned directly or indirectly by the
Company.
sec.2.36 "TRANSFEREE" means a person to whom a Key Employee or
non-employee Director has transferred his or her rights under the Plan in
accordance with procedures and guidelines adopted by the Company.
ARTICLE III
ADMINISTRATION
sec.3.1 COMMITTEE TO ADMINISTER. The Plan shall be administered by the
Committee. The Committee shall have full power and authority to interpret and
administer the Plan and to establish and amend rules and regulations for its
administration. The Committee's decisions shall be final and conclusive with
respect to the interpretation of the Plan and any Award made under it.
A majority of the members of the Committee shall constitute a quorum for
the conduct of business at any meeting. The Committee shall act by majority vote
of the members present at a duly convened meeting, which may include a meeting
by conference telephone call held in accordance with applicable law. Action may
be taken without a meeting if written consent thereto is given in accordance
with applicable law.
sec.3.2 POWERS OF COMMITTEE.
(a) Subject to the provisions of the Plan, the Committee shall have
authority, in its discretion, to determine those Key Employees who shall receive
an Award, the time or times when such Award shall be made, the vesting schedule,
if any, for the Award and the type of Award to be granted, whether an Incentive
Stock Option or a Nonqualified Stock Option shall be granted, the number of
shares to be subject to each Option and Restricted Stock Award, and the value of
each Performance Unit.
(b) An Option, a SAR, a Restricted Stock Award, an unrestricted Campbell
Stock Award, or a Performance Unit Award may be granted by the Committee to a
Key Employee who is a Director of the Company only if approved by the Board.
(c) The Committee shall determine and set forth in an Award Statement the
terms of each Award, including such terms, restrictions, and provisions as shall
be necessary to cause certain Options to qualify as Incentive Stock Options. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Statement relating to an Award, in such
manner and to the extent the Committee shall determine in order to carry out the
purposes of the Plan. The Committee may, in its discretion, accelerate (i) the
date on which any Option or SAR may be exercised, (ii) the date of termination
of the restrictions applicable to a Restricted Stock Award, or (iii) the end of
a Performance Period under a Performance Unit Award, if the Committee determines
that to do so will be in the best interests of the Company and the Participants
in the Plan.
ARTICLE IV
AWARDS
sec.4.1 AWARDS. Awards under the Plan shall consist of Incentive Stock
Options, Nonqualified Stock Options, SARs, Restricted Stock, unrestricted
Campbell Stock and Performance Units. All Awards shall be subject to the terms
and conditions of the Plan and to such other terms and conditions consistent
with the Plan as the Committee deems appropriate. Awards under a particular
section of the Plan need not be uniform and Awards under two or more sections
may be combined in one Statement. Any combination of Awards may be granted at
one time and on more than one occasion to the same Key Employee. Awards
B-3
<PAGE> 50
of Performance Units and Restricted Performance Stock shall be earned solely
upon attainment of Performance Goals and the Committee shall have no discretion
to increase such Awards.
sec.4.2 ELIGIBILITY FOR AWARDS. An Award may be made to any Key Employee
selected by the Committee. In making this selection and in determining the form
and amount of the Award, the Committee may give consideration to the functions
and responsibilities of the respective Key Employee, his or her present and
potential contributions to the success of the Campbell Group, the value of his
or her services to the Campbell Group, and such other factors deemed relevant by
the Committee. Non-employee Directors are eligible to receive Awards pursuant to
Article VII.
sec.4.3 SHARES AVAILABLE UNDER THE PLAN. The Campbell Stock to be offered
under the Plan pursuant to Options, SARs, Performance Unit Awards, and
Restricted Stock and unrestricted Campbell Stock Awards must be Campbell Stock
previously issued and outstanding and reacquired by the Company. Subject to
adjustment under Section 11.2, no more than 50,000,000 shares of Campbell Stock
shall be issuable upon exercise of Options, SARs, or pursuant to Performance
Unit Awards, Restricted Stock or unrestricted Campbell Stock Awards granted
under the Plan. Any shares of Campbell Stock (i) tendered in payment of the
Option Price of Options; (ii) subject to an Option which for any reason is
cancelled (excluding shares subject to an Option cancelled upon the exercise of
a related SAR) or terminated without having been exercised; or (iii) any shares
of Restricted Stock which are forfeited, shall again be available for Awards
under the Plan. Shares subject to an Option cancelled upon the exercise of a SAR
shall not again be available for Awards under the Plan. After November 18, 1999,
Awards consisting of (i) Performance Units that are measured based on the Fair
Market Value of one share of Campbell Stock, (ii) Restricted Stock, and (iii)
unrestricted Campbell Stock shall not exceed the aggregate of (x) 25% of the
25,000,000 shares authorized by Shareowners on November 18, 1999 and (y) 25% of
the 5,500,000 shares remaining available for grant as of November 18, 1999 that
were authorized by Shareowners on November 17, 1994.
sec.4.4 LIMITATION ON AWARDS. The maximum aggregate dollar value of
Restricted Stock and Performance Units awarded to any Key Employee with respect
to a Performance Period or Restriction Period may not exceed $5 million for each
fiscal year included in such Performance Period or Restriction Period. The
maximum number of shares for which Options may be granted to any Participant in
any one fiscal year shall not exceed five million.
sec.4.5 GENERAL PERFORMANCE GOALS. Prior to the beginning of a
Performance Period the Committee will establish in writing Performance Goals for
the Company and its various operating units. The goals will be comprised of
specified levels of one or more performance criteria as the Committee may deem
appropriate such as: earnings per share, net earnings, operating earnings, unit
volume, net sales, market share, balance sheet measurements, revenue, economic
profit, cash flow, cash return on assets, shareowner return, return on equity,
return on capital or other value-based performance measures. The Committee may
disregard or offset the effect of any special charges or gains or cumulative
effect of a change in accounting in determining the attainment of Performance
Goals. Awards may also be payable when Company performance, as measured by one
or more of the above criteria, as compared to peer companies meets or exceeds an
objective criterion established by the Committee.
sec.4.6 AWARDS IN LIEU OF SALARY OR BONUS. The Committee may, in its sole
discretion, subject to Section 3.2 and such terms and conditions as the
Committee may prescribe, give Participants the opportunity to receive Awards in
lieu of future salary, bonus or other compensation.
ARTICLE V
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
sec.5.1 AWARD OF STOCK OPTIONS. The Committee may, from time to time,
subject to Section 3.2(b) and other provisions of the Plan and such terms and
conditions as the Committee may prescribe, award Incentive Stock Options and
Nonqualified Stock Options to any Key Employee. Awards of Incentive Stock
Options and Nonqualified Stock Options must be separate and not in tandem.
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sec.5.2 PERIOD OF OPTION.
(a) An Option granted under the Plan shall be exercisable only in
accordance with the vesting schedule approved by the Committee. After the
waiting period, the Option may be exercised at any time during the term of the
Option, in whole or in installments, as specified in the related Option
Statement. Subject to Section 5.6, the duration of each Option shall not be more
than ten years from the date of grant.
(b) Except as provided in Section 5.6, a Participant may not exercise an
Option unless such Participant is then, and continually (except for sick leave,
military service, or other approved leave of absence) after the grant of the
Option has been, an employee of the Campbell Group.
sec.5.3 STOCK OPTION AWARD STATEMENT OR AGREEMENT. Each Option shall be
evidenced by a Statement or an option agreement.
sec.5.4 OPTION PRICE, EXERCISE AND PAYMENT. The Option Price of Campbell
Stock under each Option shall be determined by the Committee but shall be a
price not less than 100 percent of the Fair Market Value of Campbell Stock at
the date such Option is granted, as determined by the Committee. Options shall
not be repriced.
Options may be exercised from time to time by giving written notice to the
Treasurer of the Company, or his or her designee, specifying the number of
shares to be purchased. The notice of exercise shall be accompanied by payment
in full of the Option Price in cash or the Option Price may be paid in whole or
in part through the transfer to the Company of shares of Campbell Stock.
In the event such Option Price is paid in whole or in part, with shares of
Campbell Stock, the portion of the Option Price so paid shall be equal to the
value, as of the date of exercise of the Option, of such shares. The value of
such shares shall be equal to the number of such shares multiplied by the
average of the high and low sales prices of Campbell Stock quoted on the New
York Stock Exchange composite tape on the trading day coincident with the date
of exercise of such Option (or the immediately preceding trading day if the date
of exercise is not a trading day). The Company shall not issue or transfer
Campbell Stock upon exercise of an Option until the Option Price is fully paid.
The Participant may satisfy any minimum amounts required to be withheld by the
Company under applicable federal, state and local tax laws in effect from time
to time, by electing to have the Company withhold a portion of the shares of
Campbell Stock to be delivered for the payment of such taxes.
sec.5.5 LIMITATIONS ON INCENTIVE STOCK OPTIONS. Each provision of the
Plan and each Option Statement relating to an Incentive Stock Option shall be
construed so that each Incentive Stock Option shall be an incentive stock option
as defined in Section 422 of the Code, and any provisions of the Option
Statement thereof that cannot be so construed shall be disregarded.
sec.5.6 TERMINATION OF EMPLOYMENT. Subject to Article XII, the following
provisions will govern the ability of a Participant to exercise any outstanding
Options or SARs following the Participant's termination of employment with the
Campbell Group.
(a) If the employment of a Participant with the Campbell Group is
terminated for reasons other than (i) death, (ii) discharge for Cause,
(iii) retirement, or (iv) resignation, the Participant may exercise a SAR
or an Option, except an Incentive Stock Option, at any time within three
years after such termination, to the extent of the number of shares covered
by such Option or SAR which were exercisable at the date of such
termination; except that an Option or SAR shall not be exercisable on any
date beyond the expiration of such three-year period or the expiration date
of such Option or SAR, whichever occurs first.
(b) If the employment of a Participant with the Campbell Group is
terminated for Cause, any Options or SARs of such Participant shall expire
and any rights thereunder shall terminate immediately.
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(c) Any Option or SAR of a Participant whose service is terminated by
resignation may be exercised at any time within three months of such
resignation to the extent that the number of shares covered by such Option
or SAR were exercisable at the date of such resignation, except that an
Option or SAR shall not be exercisable on any date beyond the expiration
date of such Option or SAR.
(d) Should a Participant, who is not eligible to retire under the
Company's pension plan or a pension plan of any affiliated Company, die
either while in the employ of the Campbell Group or after termination of
such employment (other than discharge for Cause), the SAR or Option rights,
except Incentive Stock Option rights, of such deceased Participant may be
exercised by his or her Personal Representative at any time within three
years after the Participant's death to the extent of the number of shares
covered by such Option or SAR which were exercisable at the date of such
death, except that an Option or SAR shall not be so exercisable on any date
beyond the expiration date of such Option or SAR.
(e) After February 29, 1996, should a Participant who is eligible to
retire under the Company's pension plan or a pension plan of any affiliated
company die prior to the vesting of all Options or SARs, any installment or
installments not then exercisable shall become fully exercisable as of the
date of Participant's death and the SARs or Option rights, except Incentive
Stock Option rights, may be exercised by the Participant's Personal
Representative at any time prior to the expiration date of any Option or
SAR.
(f) Should a Participant who retires after February 29, 1996, die
prior to exercising all Options or SARs, then his or her SAR and Option
rights, except Incentive Stock Option Rights, may be exercised by the
Participant's Personal Representative at any time prior to the expiration
date of any Options or SAR.
(g) If a Participant who was granted an Option or SAR dies within 180
days of the expiration date of such Option or SAR, and if on the date of
death the Participant was then entitled to exercise such Option or SAR,
including Options and SARs vested pursuant to section 5.6 (e), and if the
Option or SAR expires without being exercised, the Personal Representative
of the Participant shall receive in settlement a cash payment from the
Company of a sum equal to the amount, if any, by which the Fair Market
Value (determined on the expiration date of the Option or SAR) of Campbell
Stock subject to the Option or SAR exceeds the Option Price.
(h) Any SAR or Option, except an Incentive Stock Option, of a
Participant who retires after February 29, 1996, may be exercised at any
time prior to the expiration date of such Option or SAR. In the event the
Participant's employment with the Campbell Group terminates prior to the
vesting of all Options and SARs, and if the Participant is eligible to
retire under the Company's pension plan or a pension plan of any affiliated
company at the date of such termination, any installment or installments
not then exercisable shall become fully exercisable as of the effective
date of such termination. If the Participant receives severance payments
from the Company or any affiliated company and becomes eligible to retire
during the severance payment period, all of the Participant's Options and
SARs shall become fully exercisable as of the date of such Participant's
retirement eligibility date and may be exercised at any time prior to the
expiration date of such Option or SAR.
(i) Incentive Stock Options that have not previously expired must be
exercised within three months following Participant's termination of
employment, unless employment is terminated because of disability in which
event the exercise period is extended to one year following termination.
(j) Notwithstanding the provisions of subsections (a) through (i)
above, if the employment of a Participant with the Campbell Group is
terminated upon the spin-off of Vlasic Foods International Inc. ("Vlasic")
from the Company and he or she is immediately thereafter employed by Vlasic
or a subsidiary thereof, it shall not be considered a 'termination from the
Campbell Group' with respect to any Nonqualified Stock Option that the
Participant had a right to exercise, by the terms of the applicable vesting
schedule, immediately before the termination of employment with the
Campbell
B-6
<PAGE> 53
Group. The provisions of subsection (a) through (i) above shall then be
applied by considering employment with Vlasic and its subsidiaries the same
as employment with the Campbell Group.
sec.5.7 SHAREOWNER RIGHTS AND PRIVILEGES. A Participant shall have no
rights as a shareowner with respect to any shares of Campbell Stock covered by
an Option until the issuance of shares to the Participant.
sec.5.8 AWARD OF SARS.
(a) At any time prior to six months before an Option's expiration date, the
Committee may award to the Participant a SAR related to the Option. The
Committee may also award SARs that are unrelated to any Option.
(b) The SAR shall represent the right to receive payment of an amount not
greater than the spread, if any, by which the Fair Market Value of the Campbell
Stock on the trading day immediately preceding the date of exercise of the SAR
exceeds the Option Price.
(c) SARs awarded under the Plan shall be evidenced by a Statement between
the Company and the Participant.
(d) The Committee may prescribe conditions and limitations on the exercise
or transferability of any SAR. SARs may be exercised only when the value of a
share of Campbell Stock exceeds the Option Price. Such value shall be determined
in the manner specified in Section 5.8(b).
(e) A SAR shall be exercisable only by written notice to the Treasurer of
the Company or his or her designee. However, a SAR shall in no event be
exercisable during the first six months of its term, except in the event of
death or disability of the Participant prior to the expiration of such six-month
period.
(f) All SARs shall automatically be exercised on the last trading day prior
to their expiration, so long as the value of a share of Campbell Stock exceeds
the Option Price, unless prior to such day the holder instructs the Treasurer
otherwise in writing. Such value shall be determined in the manner specified in
Section 5.8(b).
(g) Payment of the amount to which a Participant is entitled upon the
exercise of a SAR shall be made in cash, Campbell Stock, or partly in cash and
partly in Campbell Stock at the discretion of the Committee. The shares shall be
valued in the manner specified in Section 5.8(b).
(h) At any time when a Participant is, in the judgment of the Treasurer of
the Company, subject with respect to Campbell Stock to Section 16 of the 1934
Act:
(i) any election by such Participant to receive cash in whole or in
part upon the exercise of such SAR, shall be made only during the period
beginning on the third business day following the date of release by the
Company for publication of any quarterly or annual summary statement of its
sales and earnings and ending on the twelfth business day following such
date of release, and
(ii) in the event the Committee has not determined the form in which
such SAR will be paid (i.e., cash, shares of Campbell Stock, or any
combination thereof), any election to exercise such right in whole or in
part for cash shall be subject to the subsequent consent thereto, or
disapproval thereof, by the Committee in its sole discretion.
(i) Each SAR shall expire on a date determined by the Committee at the
time of Award.
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ARTICLE VI
RESTRICTED STOCK
sec.6.1 AWARD OF RESTRICTED STOCK. The Committee may make a Restricted
Stock Award to any Participant, subject to this Article VI and to such other
terms and conditions as the Committee may prescribe.
sec.6.2 RESTRICTION PERIOD. At the time of making a Restricted Stock
Award, the Committee shall establish the Restriction Period applicable to such
Award. The Committee may establish different Restriction Periods from time to
time and each Restricted Stock Award may have a different Restriction Period, in
the discretion of the Committee. Restriction Periods, when established for each
Restricted Stock Award, shall not be changed except as permitted by Section 6.3.
sec.6.3 OTHER TERMS AND CONDITIONS. Campbell Stock, when awarded pursuant
to a Restricted Stock Award, will be represented by book entry in the name of
the Participant who receives the Restricted Stock Award, unless the Participant
has elected to defer pursuant to Section 10. The Participant shall be entitled
to receive dividends during the Restriction Period and shall have the right to
vote such Campbell Stock and all other Shareowner's rights, with the exception
that (i) the Participant will not be entitled to delivery of the stock
certificate during the Restriction Period, (ii) the Company will retain custody
of the Campbell Stock during the Restriction Period, (iii) a breach of a
restriction or a breach of the terms and conditions established by the Committee
pursuant to the Restricted Stock Award will cause a forfeiture of the Restricted
Stock Award. The Participant may satisfy any amounts required to be withheld by
the Company under applicable federal, state and local tax laws in effect from
time to time, by electing to have the Company withhold a portion of the
Restricted Stock Award to be delivered for the payment of such taxes. The
Committee may, in addition, prescribe additional restrictions, terms, or
conditions upon or to the Restricted Stock Award including performance
restrictions in accordance with Section 4.5.
sec.6.4 RESTRICTED STOCK AWARD STATEMENT. Each Restricted Stock Award
shall be evidenced by a Restricted Stock Award Statement.
sec.6.5 TERMINATION OF EMPLOYMENT. Subject to Article XII, the Committee
may, in its sole discretion, establish rules pertaining to the Restricted Stock
Award in the event of termination of employment (by retirement, disability,
death, or otherwise) of a Participant prior to the expiration of the Restriction
Period. If the employment of a Participant with the Campbell Group is terminated
for Cause, any non-vested Restricted Stock Awards of such Participant shall
immediately be forfeited and any rights thereunder shall terminate.
sec.6.6 PAYMENT FOR RESTRICTED STOCK. Restricted Stock Awards may be made
by the Committee under which the Participant shall not be required to make any
payment for the Campbell Stock or, in the alternative, under which the
Participant, as a condition to the Restricted Stock Award, shall pay all (or any
lesser amount than all) of the Fair Market Value of the Campbell Stock,
determined as of the date the Restricted Stock Award is made. If the latter,
such purchase price shall be paid in cash as provided in the Restricted Stock
Award Statement.
ARTICLE VII
AWARDS FOR NON-EMPLOYEE DIRECTORS
sec.7.1 AWARD TO NON-EMPLOYEE DIRECTORS. The Board will approve the
compensation of non-employee Directors and such compensation may consist of
Awards under the Plan. The Board retains the discretionary authority to make
Awards to non-employee Directors. All such Awards shall be subject to the terms
and conditions of the Plan and to such other terms and conditions consistent
with the Plan as the Board deems appropriate. The Board may, in its sole
discretion, subject to such terms and conditions as the Board may prescribe,
give non-employee Directors the opportunity to receive an Option Award in lieu
of future cash compensation or other types of Awards.
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sec.7.2 ELECTION BY NON-EMPLOYEE DIRECTORS TO RECEIVE CAMPBELL
STOCK. Each non-employee Director may elect to receive all or a portion (in 10%
increments) of any cash compensation in shares of Campbell Stock, which will be
issued quarterly. Only whole numbers of shares will be issued. For purposes of
computing the number of shares earned and their taxable value each quarter, the
value of each share shall be equal to the mean between the reported high and low
prices of Campbell Stock on the New York Stock Exchange composite tape on the
last business day of the quarter. If a Participant dies prior to payment of all
shares earned, the balance due shall be payable in full to the Participant's
designated beneficiary under the Deferred Compensation Plan, or, if none, to the
Participant's estate, in cash.
sec.7.3 NO RIGHT TO CONTINUANCE AS A DIRECTOR. Neither the action of the
Company in establishing the Plan, nor any Award under the Plan shall be deemed
(i) to create any obligation on the part of the Board to nominate any Director
for reelection by the Company's Shareowners or (ii) to be evidence of any
agreement or understanding, express or implied, that the Director has a right to
continue as a Director for any period of time or at any particular rate of
compensation.
ARTICLE VIII
UNRESTRICTED CAMPBELL STOCK AWARDS FOR KEY EMPLOYEES
sec.8.1 The Committee may make awards of unrestricted Campbell Stock to
Key Employees in recognition of outstanding achievements or as an award for Key
Employees who receive Restricted Stock Awards when Performance Goals are
exceeded.
ARTICLE IX
AWARD OF PERFORMANCE UNITS
sec.9.1 AWARD OF PERFORMANCE UNITS. The Committee may award Performance
Units to any Participant. Each Performance Unit shall represent the right of a
Participant to receive an amount equal to the value of the Performance Unit,
determined in the manner established by the Committee at the time of Award.
sec.9.2 PERFORMANCE PERIOD. At the time of each Performance Unit Award,
the Committee shall establish, with respect to each such Award, a Performance
Period during which performance shall be measured. There may be more than one
Award in existence at any one time, and Performance Periods may differ.
sec.9.3 PERFORMANCE MEASURES. Performance Units shall be awarded to a
Participant contingent upon the attainment of Performance Goals in accordance
with Section 4.5.
sec.9.4 PERFORMANCE UNIT VALUE. Each Performance Unit shall have a
maximum dollar value established by the Committee at the time of the Award.
Performance Units earned will be determined by the Committee in respect of a
Performance Period in relation to the degree of attainment of Performance Goals.
The measure of a Performance Unit may, in the discretion of the Committee, be
equal to the Fair Market Value of one share of Campbell Stock.
sec.9.5 AWARD CRITERIA. In determining the number of Performance Units to
be granted to any Participant, the Committee shall take into account the
Participant's responsibility level, performance, potential, cash compensation
level, other incentive awards, and such other considerations as it deems
appropriate.
sec.9.6 PAYMENT. (a) Following the end of Performance Period, a
Participant holding Performance Units will be entitled to receive payment of an
amount, not exceeding the maximum value of the Performance Units, based on the
achievement of the performance measures for such Performance Period, as
determined by the Committee.
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(b) Payment of Performance Units shall be made in cash, whether payment is
made at the end of the Performance Period or is deferred pursuant to Section
10.1, except that Performance Units which are measured using Campbell Stock
shall be paid in Campbell Stock. Payment shall be made in a lump sum or in
installments and shall be subject to such other terms and conditions as shall be
determined by the Committee.
sec.9.7 TERMINATION OF EMPLOYMENT. (a) Subject to Article XII, a
Performance Unit Award shall terminate for all purposes if the Participant does
not remain continuously in the employ of the Campbell Group at all times during
the applicable Performance Period, except as may otherwise be determined by the
Committee.
(b) In the event that a Participant holding a Performance Unit ceases to be
an employee of the Campbell Group following the end of the applicable
Performance Period but prior to full payment according to the terms of the
Performance Unit Award, payment shall be made in accordance with terms
established by the Committee for the payment of such Performance Unit.
sec.9.8 PERFORMANCE UNIT STATEMENTS. Performance Unit Awards shall be
evidenced by Performance Unit Statements.
ARTICLE X
DEFERRAL OF PAYMENTS
sec.10.1 ELECTION TO DEFER. A Participant may elect to defer all or a
portion of any related earned Performance Units, Restricted Stock, unrestricted
Campbell Stock or gain on any exercised Option or SAR pursuant to the terms of
the Deferred Compensation Plan. The value of the Performance Units, Restricted
Stock, unrestricted Campbell Stock or Option or SAR gain so deferred shall be
allocated to a Deferred Account established for the Participant under the
Deferred Compensation Plan.
ARTICLE XI
MISCELLANEOUS PROVISIONS
sec.11.1 LIMITS AS TO TRANSFERABILITY. An Option may, at the election of
the Participant, be transferred to the spouse or a descendant of the
Participant, or a trust for the benefit of the spouse or descendants. Unless
otherwise provided by the Committee, however, no SAR, share of Restricted Stock,
or Performance Unit under the Plan shall be transferable by the Participant
otherwise than by will or, if the Participant dies intestate, by the laws of
descent and distribution. All Awards other than Options that are transferred in
accordance with the foregoing provisions shall be exercisable or received during
the Participant's lifetime only by such Participant or his or her Personal
Representative, or by will or if the Participant dies intestate, by the laws of
descent and distribution. Any transfer contrary to this Section 11.1 will
nullify the Option, SAR, Performance Unit, or share of Restricted Stock.
sec.11.2 ADJUSTMENTS UPON CHANGES IN STOCK. In case of any
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, or any other changes in the
corporate structure or shares of the Company, appropriate adjustments may be
made by the Committee (or if the Company is not the surviving corporation in any
such transaction, the board of directors of the surviving corporation) in
Deferred Accounts and in the aggregate number and kind of shares subject to the
Plan, and the number and kind of shares and the price per share subject to
outstanding Options or which may be issued under outstanding Restricted Stock
Awards or pursuant to unrestricted Campbell Stock Awards. Appropriate
adjustments may also be made by the Committee in the terms of any Awards under
the Plan, subject to Article XII, to reflect such changes and to modify any
other terms of outstanding Awards on an equitable basis, including modifications
of Performance Goals and changes in the length of Performance Periods.
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sec.11.3 AMENDMENT, SUSPENSION, AND TERMINATION OF PLAN. (a) The Board
may suspend or terminate the Plan or any portion thereof at any time, and may
amend the Plan from time to time in such respects as the Board may deem
advisable in order that any Awards thereunder shall conform to any change in
applicable laws or regulations or in any other respect the Board may deem to be
in the best interests of the Company; provided, however, that no such amendment
shall, without Shareowner approval, (i) except as provided in Section 7.2,
increase the number of shares of Campbell Stock which may be issued under the
Plan, (ii) materially increase the benefits accruing to Participants under the
Plan, or (iii) materially modify the requirements as to eligibility for
participating in the Plan, or (iv) extend the termination date of the Plan. No
such amendment, suspension, or termination shall alter or impair any outstanding
Options, SARs, shares of Restricted Stock, or Performance Units without the
consent of the Participant affected thereby.
(b) With the consent of the Participant affected thereby, the Committee may
amend or modify any outstanding Options, Restricted Stock Awards, or Performance
Unit Awards in any manner to the extent that the Committee would have had the
authority under the Plan initially to award such Options, SARs, Restricted Stock
Awards, or Performance Unit Awards as so modified or amended, including without
limitation, to change the date or dates as of which such Options or SARs may be
exercised, to remove the restrictions on shares of Restricted Stock, or to
modify the manner in which Performance Units are determined and paid.
sec.11.4 NONUNIFORM DETERMINATIONS. The Committee's determinations under
the Plan, including without limitation, (i) the determination of the Key
Employees to receive Awards, (ii) the form, amount, and timing of such Awards,
(iii) the terms and provisions of such Awards and (iv) the Statements evidencing
the same, need not be uniform and may be made by it selectively among Key
Employees who receive, or who are eligible to receive, Awards under the Plan,
whether or not such Key Employees are similarly situated. This Section 11.4
shall not apply to current Campbell Stock Awards to non-employee Directors which
shall be uniform and non-discretionary in accordance with Article VII.
sec.11.5 GENERAL RESTRICTION. Each Award under the Plan shall be subject
to the condition that, if at any time the Committee shall determine that (i) the
listing, registration, or qualification of the shares of Campbell Stock subject
or related thereto upon any securities exchange or under any state or federal
law (ii) the consent or approval of any government or regulatory body, or (iii)
an agreement by the Participant with respect thereto, is necessary or desirable,
then such Award shall not become exercisable in whole or in part unless such
listing, registration, qualification, consent, approval, or agreement shall have
been effected or obtained free of any conditions not acceptable to the
Committee.
sec.11.6 NO RIGHT TO EMPLOYMENT. Neither the action of the Company in
establishing the Plan, nor any action taken by it or by the Board or the
Committee under the Plan, nor any provision of the Plan, shall be construed as
giving to any person the right to be retained in the employ of the Company or
any Subsidiary.
ARTICLE XII
CHANGE IN CONTROL OF THE COMPANY
sec.12.1 CONTRARY PROVISIONS. Notwithstanding anything contained in the
Plan to the contrary, the provisions of this Article XII shall govern and
supersede any inconsistent terms or provisions of the Plan; provided, however,
that any Awards granted prior to November 18, 2000 shall be subject to and
governed by the provisions set forth as Article XII in Appendix 1 hereto.
sec.12.2 DEFINITIONS.
(a) CHANGE IN CONTROL. For purposes of the Plan, "Change in Control" shall
mean any of the following events:
(i) 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 1934
Act) of "Beneficial Ownership" (within the
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meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty-five
percent (25%) or more of the combined voting power of the Company's then
outstanding voting securities (the "Voting Securities"), provided, however,
that for purposes of this Section 12.2(a), the Voting Securities acquired
directly from the Company by any Person shall be excluded from the
determination of such Person's Beneficial Ownership of Voting Securities
(but such Voting Securities shall be included in the calculation of the
total number of Voting Securities then outstanding); or
(ii) The individuals who, as of September 28, 2000, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute more than
fifty percent of the Board; provided, however, that if the election, or
nomination for election by the Company's Shareowners, of any new director
was approved by a vote of at least two-thirds of the Incumbent Board, such
new director shall, for purposes of the Plan, be considered as a member of
the Incumbent Board; or
(iii) Approval by Shareowners of the Company of (A) a merger or
consolidation involving the Company if the Shareowners of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly immediately following such merger or consolidation, more than
fifty percent (50%) 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 (B) a
complete liquidation or dissolution of the Company or an agreement for the
sale or other disposition of all or substantially all of the assets of the
Company; or
(iv) Acceptance of Shareowners of the Company of shares in a share
exchange if the Shareowners of the Company, immediately before such share
exchange, do not own, directly or indirectly immediately following such
share exchange, more than fifty percent (50%) of the combined voting power
of the outstanding Voting Securities of the corporation resulting from such
share exchange in substantially the same proportion as their ownership of
the Voting Securities outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty-five percent (25%) or more of the then outstanding
Voting Securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its Subsidiaries, (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the Shareowners of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition, (iii) any "Grandfathered Dorrance Family Shareowner"
(as hereinafter defined) or (iv) any Person who has acquired such Voting
Securities directly from any Grandfathered Dorrance Family Shareowner but only
if such Person has executed an agreement which is approved by two-thirds of the
Board and pursuant to which such Person has agreed that he (or they) will not
increase his (or their) Beneficial Ownership (directly or indirectly) to 30% or
more of the outstanding Voting Securities (the "Standstill Agreement") and only
for the period during which the Standstill Agreement is effective and fully
honored by such Person. For purposes of this Section, "Grandfathered Dorrance
Family Shareowner" shall mean at any time a "Dorrance Family Shareowner" (as
hereinafter defined) who or which is at the time in question the Beneficial
Owner solely of (v) Voting Securities Beneficially Owned by such individual on
January 25, 1990, (w) Voting Securities acquired directly from the Company, (x)
Voting Securities acquired directly from another Grandfathered Dorrance Family
Shareowner, (y) Voting Securities which are also Beneficially Owned by other
Grandfathered Dorrance Family Shareowners at the time in question, and (z)
Voting Securities acquired after January 25, 1990 other than directly from the
Company or from another Grandfathered Dorrance Family Shareowner by any
"Dorrance Grandchild" (as hereinafter defined) provided that the aggregate
amount of Voting Securities so acquired by each such Dorrance Grandchild shall
not exceed five percent (5%) of the Voting Securities outstanding at the time of
such acquisition. A "Dorrance Family Shareowner" who or which is at the time in
question the Beneficial Owner of Voting Securities which are not specified in
clauses (v), (w), (x), (y) and (z) of the immediately preceding sentence shall
not be a Grandfathered Dorrance Family Shareowner at the time in question. For
purposes of this Section, "Dorrance Family Shareowners" shall mean individuals
who are descendants of the late
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Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and foundations of
such descendants. A "Dorrance Grandchild" means as to each particular grandchild
of the late Dr. John T. Dorrance, Sr., all of the following taken collectively:
such grandchild, such grandchild's descendants and/or the spouses, fiduciaries
and foundations of such grandchild and such grandchild's descendants.
Moreover, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.
Notwithstanding anything contained in this Plan to the contrary, if a
Participant's employment is terminated by the Company without Cause within one
year prior to a Change in Control and such termination (i) was at the request of
a third party who effectuates a Change in Control or (ii) otherwise occurred in
connection with or in anticipation of, a Change in Control, then for purposes of
this Article XII only, the date of a Change in Control shall mean the date
immediately prior to the date of such Participant's termination of employment.
(b) CAUSE. For purposes of this Article XII only, with respect to any
Participant, (i) "Cause" shall be defined as set forth in any individual
agreement applicable to a Participant, or (ii) in the case of a Participant who
does not have an individual agreement that defines Cause, then Cause shall mean
the termination of a Participant's employment by reason of his or her (A)
conviction of a felony or (B) engaging in conduct which constitutes willful
gross misconduct which is demonstrably and materially injurious to the Campbell
Group, monetarily or otherwise. No act, nor failure to act, on the Participant's
part, shall be considered "willful" unless he or she has acted, or failed to
act, with an absence of good faith and without a reasonable belief that his or
her action or failure to act was in the best interest of the Campbell Group.
(c) GOOD REASON. For purposes of the Plan, with respect to any
Participant, (i) "Good Reason" shall be defined as set forth in any individual
agreement applicable to a Participant, or (ii) in the case of a Participant who
does not have an individual agreement that defines Good Reason, then Good Reason
shall mean any of the following events or conditions:
(A) a reduction in the Participant's base salary or any failure to pay
the Participant any compensation or benefits to which he or she is entitled
within thirty (30) days of the date due;
(B) the Campbell Group's requiring the Participant to be based at any
place outside a 50-mile radius from his or her site of employment prior to
the Change in Control, except for reasonably required travel on the
Campbell Group's business which is not greater than such travel
requirements prior to the Change in Control;
(C) the failure by the Campbell Group to provide the Participant with
compensation and benefits, in the aggregate, substantially equivalent (in
terms of benefit levels and/or reward opportunities) to those provided for
under compensation or employee benefit plans, programs and practices as in
effect immediately prior to the Change in Control (or as in effect
following the Change in Control, if greater);
(D) any purported termination of the Participant's employment for
Cause which does not comply with the requirements of the definition of
"Cause" as set forth in Section 12.2(b); or
(E) the failure of the Company to obtain an agreement from any
successor or assign of the Company to assume and agree to perform the Plan.
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sec.12.3 EFFECT OF CHANGE IN CONTROL ON CERTAIN AWARDS.
(a) If the Company is not the surviving corporation following a Change in
Control, and the surviving corporation following such Change in Control or the
acquiring corporation (such surviving corporation or acquiring corporation is
hereinafter referred to as the "Acquiror") does not assume the outstanding
Options, SARs or Restricted Stock (other than Restricted Performance Stock) or
does not substitute equivalent equity awards relating to the securities of such
Acquiror or its affiliates for such Awards, then all such Awards shall become
immediately and fully exercisable (or in the case of Restricted Stock, fully
vested and all restrictions will immediately lapse). In addition, the Board or
its designee may, in its sole discretion, provide for a cash payment to be made
to each Participant for the outstanding Options, SARs or Restricted Stock (other
than Restricted Performance Stock) upon the consummation of the Change in
Control, determined on the basis of the fair market value that would be received
in such Change in Control by the holders of the Company's securities relating to
such Awards. Notwithstanding the foregoing, any Option intended to be an
Incentive Stock Option under Section 422 of the Code shall be adjusted in a
manner to preserve such status.
(b) If the Company is the surviving corporation following a Change in
Control, or the Acquiror assumes the outstanding Options, SARs or Restricted
Stock (other than Restricted Performance Stock) or substitutes equivalent equity
awards relating to the securities of such Acquiror or its affiliates for such
Awards, then all such Awards or such substitutes therefor shall remain
outstanding and be governed by their respective terms and the provisions of the
Plan.
(c) If (i) the employment of a Participant with the Campbell Group is
terminated (A) without Cause (as defined in Section 12.2(b)) or (B) by the
Participant for Good Reason, in either case within twenty-four (24) months
following a Change in Control, and (ii) the Company is the surviving corporation
following such Change in Control, or the Acquiror assumes the outstanding
Options, SARs or Restricted Stock (other than Restricted Performance Stock) or
substitutes equivalent equity awards relating to the securities of such Acquiror
or its affiliates for such Awards, then all outstanding Options, SARs or
Restricted Stock (other than Restricted Performance Stock) shall become
immediately and fully exercisable (or in the case of Restricted Stock, fully
vested and all restrictions will immediately lapse).
(d) If (i) the employment of a Participant with the Campbell Group is
terminated for Cause within twenty-four (24) months following a Change in
Control and (ii) the Company is the surviving corporation following such Change
in Control, or the Acquiror assumes the outstanding Options, SARs or Restricted
Stock (other than Restricted Performance Stock) or substitutes equivalent equity
awards relating to the securities of such Acquiror or its affiliates for such
Awards, then any Options or SARs of such Participant shall expire, and any
non-vested Restricted Stock shall be forfeited, and any rights under such Awards
shall terminate immediately.
(e) Outstanding Options or SARs which vest in accordance with Section 12.3,
may be exercised by the Participant in accordance with Section 5.6; provided,
however, that a Participant whose Options or SARs become exercisable in
accordance with Section 12.3(c) may exercise a SAR or an Option, except an
Incentive Stock Option (which may be exercised in accordance with Section
5.6(i)), at any time within three years after such termination, except that an
Option or SAR shall not be exercisable on any date beyond the expiration of such
three-year period or the expiration date of such Option or SAR, whichever occurs
first; provided, further that any Participant who is eligible to retire at the
date of such termination (or during any period during which such Participant
receives severance payments) may exercise his or her Options or SARs in
accordance with Section 5.6(h)), and provided, further, that in the event of a
Participant's death after such termination the exercise of Options and SARs
shall be governed by Sections 5.6(d)(f) or (g), as the case may be.
sec.12.4 EFFECT OF CHANGE IN CONTROL ON RESTRICTED PERFORMANCE STOCK AND
PERFORMANCE UNITS. (a) If the Company is not the surviving corporation following
a Change in Control, and the Acquiror does not assume the Restricted Performance
Stock or the Performance Units or does not substitute equivalent awards
(including, in the case of equity or equity-related Awards, equivalent equity
awards) for such Awards, then the Participant shall (i) become vested in, and
restrictions shall lapse on, the greater of
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(A) fifty percent (50%) of the Restricted Performance Stock or Performance Units
or (B) a pro rata portion of such Restricted Performance Stock or Performance
Units based on the portion of the Performance Period that has elapsed to the
date of the Change in Control and the aggregate vesting percentage determined
pursuant to this clause (B) shall be applied to vesting first such Awards
granted the farthest in time preceding the Change in Control and (ii) be
entitled to receive (A) in respect of all Performance Units which become vested
and with respect to which the restrictions lapse as a result of such Change in
Control, a cash payment within thirty (30) days after such Change in Control
equal to the product of the then current value of a Performance Unit multiplied
by the number of Performance Units which become vested and with respect to which
restrictions lapse in accordance with this subparagraph (a) and (B) in respect
of all shares of Performance Restricted Stock which become vested and with
respect to which restrictions lapse as a result of such Change in Control, the
prompt delivery of such shares; provided, however, that the Board or its
designee may, in its sole discretion, provide for a cash payment to be made to
each Participant for the vested Restricted Performance Stock upon the
consummation of the Change in Control, determined on the basis of the fair
market value that would be received in such Change in Control by the holders of
the Company's securities relating to such Award.
(b) If the Company is the surviving corporation following a Change in
Control, or the Acquiror assumes the Restricted Performance Stock or the
Performance Units or substitutes equivalent awards (including, in the case of
equity or equity-related Awards, equivalent equity awards), then all such Awards
or such substitutes therefor shall remain outstanding and be governed by their
respective terms and the provisions of the Plan.
(c) If (i) the employment of a Participant with the Campbell Group is
terminated (A) without Cause (as defined in Section 12.2(b)) or (B) by the
Participant for Good Reason, in either case within twenty-four (24) months
following a Change in Control, and (ii) the Company is the surviving corporation
following such Change in Control, or the Acquiror assumes the Restricted
Performance Stock or the Performance Units or substitutes equivalent awards
(including, in the case of equity or equity-related Awards, equivalent equity
awards), then the Participant shall (i) become vested in, and restrictions shall
lapse on, the greater of (A) fifty percent (50%) of the Restricted Performance
Stock or Performance Units or (B) a pro rata portion of such Restricted
Performance Stock or Performance Units based on the portion of the Performance
Period that has elapsed to the date of the termination of employment and the
aggregate vesting percentage determined pursuant to this clause (B) shall be
applied to vesting first such Awards granted the farthest in time preceding the
termination of employment and (ii) be entitled to receive (A) in respect of all
Performance Units which become vested and with respect to which the restrictions
lapse as a result of such termination of employment, a cash payment within
thirty (30) days after such termination of employment equal to the product of
the then current value of a Performance Unit multiplied by the number of
Performance Units which become vested and with respect to which restrictions
lapse in accordance with this subparagraph (c) and (B) in respect of all shares
of Performance Restricted Stock which become vested and with respect to which
restrictions lapse as a result of such termination of employment, the prompt
delivery of such shares.
(d) If (i) the employment of a Participant with the Campbell Group is
terminated for Cause within twenty-four (24) months following a Change in
Control and (ii) the Company is the surviving corporation following such Change
in Control, or the Acquiror assumes the Restricted Performance Stock or the
Performance Units or substitutes equivalent awards (including, in the case of
equity or equity-related Awards, equivalent equity awards), then any non-vested
Performance Restricted Stock or non-vested Performance Units of such Participant
shall immediately be forfeited and any rights thereunder shall terminate.
(e) With respect to any shares of Performance Restricted Stock or
Performance Units which do not become vested under Section 12.4(a) (the
"Continuing Awards"), such shares or units (or the proceeds thereof) shall
continue to be outstanding for the remainder of the applicable Performance
Period (as if such shares or units were the only shares or units granted in
respect of each such
B-15
<PAGE> 62
Performance Period) and subject to the applicable Award Criteria as modified in
accordance with the provisions hereof.
sec.12.5 AMENDMENT OR TERMINATION.(a) This Article XII shall not be
amended or terminated at any time if any such amendment or termination would
adversely affect the rights of any Participant under the Plan.
(b) For a period of twenty-four (24) months following a Change in Control,
the Plan shall not be terminated (unless replaced by a comparable long-term
incentive plan) and during such period the Plan (or such replacement plan) shall
be administered in a manner such that Participants will be provided with
long-term incentive awards producing reward opportunities generally comparable
to those provided prior to the Change in Control. Any amendment or termination
of the Plan prior to a Change in Control which (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.
(c) Following a Change in Control, the Plan shall be amended as necessary
to make appropriate adjustments to the Award Criteria for the Continuing Awards
for (i) any negative effect that the costs and expenses incurred by the Company
and its Subsidiaries in connection with the Change in Control may have on the
achievement of Performance Goals under the Plan and (ii) any changes to the
Company and/or its Subsidiaries (including, but not limited to, changes in
corporate structure, capitalization and increased interest expense as a result
of the incurrence or assumption by the Company of acquisition indebtedness)
following the Change in Control so as to preserve the reward opportunities and
Award Criteria for comparable performance under the Plan as in effect on the
date immediately prior to the Change in Control.
sec.12.6 TRUST ARRANGEMENT. All benefits under the Plan represent an
unsecured promise to pay by the Company. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of the Company
resulting in the Participants having no greater rights than the Company's
general creditors; provided, however, nothing herein shall prevent or prohibit
the Company from establishing a trust or other arrangement for the purpose of
providing for the payment of the benefits payable under the Plan.
B-16
<PAGE> 63
APPENDIX 1 TO 1994 LONG-TERM INCENTIVE PLAN
ARTICLE XII CHANGE IN CONTROL OF THE COMPANY
sec.12.1 CONTRARY PROVISIONS. For awards granted prior to November 18,
2000, notwithstanding anything contained in the Plan to the contrary, the
provisions of this Article XII shall govern and supersede any inconsistent terms
or provisions of the Plan.
sec.12.2 DEFINITIONS.
CHANGE IN CONTROL. (a) For purposes of the Plan "Change in Control" shall
mean any of the following events: (a) The acquisition in one or more
transactions by any "Person" (as the term person is used for purposes of Section
13(d) or 14(d) of the 1934 Act) of "Beneficial Ownership" (within the meaning of
Rule 13d-3 promulgated under the 1934 Act) of twenty-five percent (25%) or more
of the combined voting power of the Company's then outstanding voting securities
(the "Voting Securities"), provided, however, that for purposes of this Section
12.2(a), the Voting Securities acquired directly from the Company by any Person
shall be excluded from the determination of such Person's Beneficial Ownership
of Voting Securities (but such Voting Securities shall be included in the
calculation of the total number of Voting Securities then outstanding); or
(b) The individuals who, as of January 25, 1990, are members of the Board
(the "Incumbent Board"), cease for any reason to constitute at least two-thirds
of the Board; provided, however, that if the election, or nomination for
election by the Company's shareowners, of any new Director was approved by a
vote of at least two-thirds of the Incumbent Board, such new Director shall, for
purposes of the Plan, be considered as a member of the Incumbent Board; or
(c) Approval by shareowners of the Company of (1) a merger or consolidation
involving the Company if the shareowners of the Company, immediately before such
merger or consolidation, do not own, directly or indirectly immediately
following such merger or consolidation, more than eighty percent (80%) of the
combined voting power of the outstanding voting securities of the corporation
resulting from such merger or consolidation in substantially the same proportion
as their ownership of the Voting Securities immediately before such merger or
consolidation or (2) a complete liquidation or dissolution of the Company or an
agreement for the sale or other disposition of all or substantially all of the
assets of the Company; or
(d) Acceptance of shareowners of the Company of shares in a share exchange
if the shareowners of the Company, immediately before such share exchange, do
not own, directly or indirectly immediately following such share exchange, more
than eighty percent (80%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such share exchange in
substantially the same proportion as their ownership of the Voting Securities
outstanding immediately before such share exchange.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty-five percent (25%) or more of the then outstanding
Voting Securities is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained by the Company or
any of its subsidiaries, (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the shareowners of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition, (iii) any "Grandfathered Dorrance Family Shareowner"
(as hereinafter defined) or (iv) any Person who has acquired such Voting
Securities directly from any Grandfathered Dorrance Family Shareowner but only
if such Person has executed an agreement which is approved by two-thirds of the
Board and pursuant to which such Person has agreed that he (or they) will not
increase his (or their) Beneficial Ownership (directly or indirectly) to 30% or
more of the outstanding Voting Securities (the "Standstill Agreement") and only
for the period during which the Standstill Agreement is effective and fully
honored by such Person. For purposes of this Section, "Grandfathered Dorrance
Family Shareowner" shall mean at any time a "Dorrance Family Shareowner" (as
hereinafter defined) who or which is at the time in question the Beneficial
Owner solely of (v) Voting Securities Beneficially Owned by such individual on
January 25, 1990, (w) Voting
B-17
<PAGE> 64
Securities acquired directly from the Company, (x) Voting Securities acquired
directly from another Grandfathered Dorrance Family Shareowner, (y) Voting
Securities which are also Beneficially Owned by other Grandfathered Dorrance
Family Shareowners at the time in question, and (z) Voting Securities acquired
after January 25, 1990 other than directly from the Company or from another
Grandfathered Dorrance Family Shareowner by any "Dorrance Grandchild" (as
hereinafter defined) provided that the aggregate amount of Voting Securities so
acquired by each such Dorrance Grandchild shall not exceed five percent (5%) of
the Voting Securities outstanding at the time of such acquisition. A "Dorrance
Family Shareowner" who or which is at the time in question the Beneficial Owner
of Voting Securities which are not specified in clauses (v), (w), (x), (y) and
(z) of the immediately preceding sentence shall not be a Grandfathered Dorrance
Family Shareowner at the time in question. For purposes of this Section,
"Dorrance Family Shareowners" shall mean individuals who are descendants of the
late Dr. John T. Dorrance, Sr. and/or the spouses, fiduciaries and foundations
of such descendants. A "Dorrance Grandchild" means as to each particular
grandchild of the late Dr. John T. Dorrance, Sr., all of the following taken
collectively: such grandchild, such grandchild's descendants and/or the spouses,
fiduciaries and foundations of such grandchild and such grandchild's
descendants.
Moreover, notwithstanding the foregoing, (i) a Change in Control shall not
be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Voting Securities by the Company, and after
such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur and (ii) a Change in Control described in
sec.12.2(a) with respect to any Participant shall not be deemed to occur by
reason of the Participant's acquisition of Beneficial Ownership (including the
acquisition of Beneficial Ownership by a group of which the Participant is a
member) with respect to any transaction on which the Participant would rely on
Rule 16b-3(e) promulgated under the Exchange Act.
sec.12.3 "ADJUSTED FAIR MARKET VALUE" means, in the event of a Change in
Control, the greater of (a) the highest price per share of Campbell Stock paid
to holders of the shares of Campbell Stock in any transaction (or series of
transactions) constituting or resulting in a Change in Control or (b) the
highest Fair Market Value of a share of Campbell Stock during the ninety (90)
day period ending on the date of a Change in Control.
sec.12.4 EFFECT OF CHANGE IN CONTROL ON OPTIONS AND SARS. Upon a Change
in Control, (a) all Options and SARs outstanding on the date of such Change in
Control shall become immediately and fully exercisable and (b) any Participant
who may be subject to liability under Section 16(b) of Securities Exchange Act
of 1934, as amended, will be permitted to surrender for cancellation for a
period of sixty (60) days commencing after the later of such Change in Control
or the expiration of six months from the date of grant, any Option or SAR (or
portion of an Option or SAR), to the extent not yet exercised and the
Participant will be entitled to receive a cash payment in an amount equal to the
excess, if any, in respect of each Option or SAR surrendered, (1)(i) except as
described in clause (ii) below, the greater of (x) the Fair Market Value, on the
date preceding the date of surrender of the shares subject to the Option or SAR
(or portion thereof) surrendered or (y) the Adjusted Fair Market Value of the
Shares subject to the Option or SAR (or portion thereof) surrendered or (ii) in
the case of an Incentive Stock Option or a SAR issued in connection with an
Incentive Stock Option, the Fair Market Value, on the date preceding the date of
surrender, of the Shares subject to the Option or SAR (or portion thereof)
surrendered, over (2) the aggregate purchase price for such Shares under the
Option or SAR.
sec.12.5 EFFECT OF CHANGE IN CONTROL ON RESTRICTED STOCK. Upon a Change
in Control, all restrictions upon any shares of Restricted Stock other than
Restricted Stock which is subject to performance related restrictions
("Performance Restricted Stock") shall lapse immediately and all such shares
shall become fully vested in the Participant and shall promptly be delivered to
the Participant.
B-18
<PAGE> 65
sec.12.6 EFFECT OF CHANGE IN CONTROL ON PERFORMANCE RESTRICTED STOCK AND
PERFORMANCE UNITS
(a) Upon a Change in Control, the Participant shall (1) become vested in,
and restrictions shall lapse on, the greater of (i) fifty percent (50%) of the
Performance Restricted Stock or Performance Units or (ii) a pro rata portion of
such Performance Restricted Campbell Stock based on the portion of the
Performance Period that has elapsed to the date of the Change in Control and the
aggregate vesting percentage determined pursuant to this clause (ii) shall be
applied to vesting first such awards granted the farthest in time preceding the
Change in Control (the "Vested Performance Awards") and (2) be entitled to
receive (A) in respect of all Performance Units which become vested as a result
of a Change in Control, a cash payment within thirty (30) days after such Change
in Control equal to the product of the then current value of a Performance Unit
multiplied by the number of Performance Units which become vested in accordance
with this sec.12.6 and (B) in respect of all shares of Performance Restricted
Stock which become vested as a result of a Change in Control, the prompt
delivery of such shares.
(b) With respect to any shares of Performance Restricted Stock or
Performance Units which do not become vested pursuant to sec.12.6(a) (the
"Continuing Awards"), such shares or units (or the proceeds thereof) shall
continue to be outstanding for the remainder of the applicable Performance
Period (as if such shares or units were the only shares or units granted in
respect of each such Performance Period) and subject to the applicable Award
Criteria as modified below.
sec.12.7 AMENDMENT OR TERMINATION. (a) This Article XII shall not be
amended or terminated at any time if any such amendment or termination would
adversely affect the rights of any Participant under the Plan.
(b) For a period of twenty-four (24) months following a Change in Control,
the Plan shall not be terminated (unless replaced by a comparable long-term
incentive plan) and during such period the Plan (or such replacement plan) shall
be administered in a manner such that Participants will be provided with
long-term incentive awards producing reward opportunities generally comparable
to those provided prior to the Change in Control. Any amendment or termination
of the Plan prior to a Change in Control which (1) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control or (2) otherwise arose in connection with or in
anticipation of a Change in Control, shall be null and void and shall have no
effect whatsoever.
(c) Following a Change in Control, the Plan shall be amended as necessary
to make appropriate adjustments to the Award Criteria for the Continuing Awards
for (a) any negative effect that the costs and expenses incurred by the Company
and its Subsidiaries in connection with the Change in Control may have on the
achievement of Performance Goals under the Plan and (b) any changes to the
Company and/or its Subsidiaries (including, but not limited to, changes in
corporate structure, capitalization and increased interest expense as a result
of the incurrence or assumption by the Company of acquisition indebtedness)
following the Change in Control so as to preserve the reward opportunities and
Award Criteria for comparable performance under the Plan as in effect on the
date immediately prior to the Change in Control.
sec.12.8 TRUST ARRANGEMENT. All benefits under the Plan represent an
unsecured promise to pay by the Company. The Plan shall be unfunded and the
benefits hereunder shall be paid only from the general assets of the Company
resulting in the Participants having no greater rights than the Company's
general creditors; provided, however, nothing herein shall prevent or prohibit
the Company from establishing a trust or other arrangement for the purpose of
providing for the payment of the benefits payable under the Plan.
B-19
<PAGE> 66
DIRECTIONS AND MAP SHOWING LOCATION OF
THE LAKELAND CENTER
700 WEST LEMON STREET
LAKELAND, FLORIDA 33815
<TABLE>
<S> <C>
FROM ORLANDO: [MAP OF DIRECTIONS TO THE LAKELAND CENTER]
Take I-4 West to Exit 17
(Kathleen Rd., South)
Continue on Kathleen Rd. South
Turn right on Sikes Blvd.
Follow Sikes Blvd. to Lime Street
Turn right on Lime Street
The Lakeland Center is on the
corner of Sikes Blvd.
and Lime Street.
FROM TAMPA:
Take I-4 East to Exit 17
Follow directions above.
</TABLE>
<PAGE> 67
[X] PLEASE MARK YOUR VOTES 6795
AS THIS EXAMPLE
YOUR SHARES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS (OR, IN THE
CASE OF SHARES HELD IN A SAVINGS PLAN, WILL BE VOTED AT THE DISCRETION OF THE
TRUSTEE) UNLESS YOU OTHERWISE INDICATE IN WHICH CASE THEY WILL BE VOTED AS
MARKED.
THE BOARD RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4 AND A VOTE AGAINST ITEM 5
FOR ALL NOMINEES, EXCEPT THOSE LISTED BELOW WITHHELD FROM ALL NOMINEES
1. Election of
Directors [ ] [ ]
(see reverse)
FOR, except vote withheld from the following nominee(s) - list numbers:
________________________________________________________________________________
FOR AGAINST ABSTAIN
2. Approve amendment to the Man- [ ] [ ] [ ]
agement Worldwide Incentive Plan
FOR AGAINST ABSTAIN
3. Approve amendment to the 1994 [ ] [ ] [ ]
Long Term Incentive Plan
FOR AGAINST ABSTAIN
4. Ratification of Appointment [ ] [ ] [ ]
of Auditors
FOR AGAINST ABSTAIN
5. Shareowner Proposal [ ] [ ] [ ]
MARK THIS BOX TO OBTAIN A TICKET Change of address:
OF ADMISSION TO THE MEETING. [ ] Mark this box and see [ ]
the reverse side.
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH.
________________________________________________________________________________
________________________________________________________________________________
SIGNATURE(S) DATE
________________________________________________________________________________
- FOLD AND DETACH HERE -
[CAMPBELL SOUP COMPANY LOGO]
ANNUAL MEETING OF SHAREOWNERS -- NOVEMBER 17, 2000 -- 11:00 A.M., EASTERN TIME
THE LAKELAND CENTER - 700 W. LEMON STREET - LAKELAND, FLORIDA
VOTE BY TELEPHONE OR INTERNET
QUICK - EASY - IMMEDIATE
Campbell Soup Company encourages you to take advantage of two cost-effective and
convenient ways to vote your shares.
You may now vote your proxy 24 hours a day, 7 days a week, either using a touch-
tone telephone or through the Internet. YOUR TELEPHONE OR INTERNET VOTE MUST BE
RECEIVED BY 12:00 MIDNIGHT NEW YORK TIME ON NOVEMBER 16, 2000.
Your telephone or Internet vote authorizes the proxies named on the reverse side
of the above proxy card to vote your shares in the same manner as if you marked,
signed, and returned your proxy card.
VOTE BY PHONE: ON A TOUCH-TONE TELEPHONE dial 1-877-PRX-VOTE (1-877-779-8683)
FROM THE U.S. AND CANADA OR DIAL 201-536-8073 FROM OTHER
COUNTRIES.
You will be asked to enter the VOTER CONTROL NUMBER located in
the box just below the perforation on the proxy card. Then
follow the instructions.
OR
VOTE BY INTERNET: POINT YOUR BROWSER TO THE WEB ADDRESS:
http://www.eproxyvote.com/cpb
Click on the "PROCEED" icon -- You will be asked to enter the
VOTER CONTROL NUMBER located in the box just below the
perforation on the proxy card. Then follow the instructions.
OR
VOTE BY MAIL: Mark, sign and date your proxy card and return it in the
postage-paid envelope. IF YOU ARE VOTING BY TELEPHONE OR THE
INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD.
<PAGE> 68
[CAMPBELL SOUP LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON NOVEMBER 17, 2000
PROXY The undersigned hereby appoints David W. Johnson, or, in his absence,
Ellen O. Kaden or, in the absence of both of them, John J. Furey, and
each or any of them, proxies with full power of substitution in each,
to vote all shares the undersigned is entitled to vote, at the Annual
Meeting of Shareowners of Campbell Soup Company to be held at The
Lakeland Center, 700 W. Lemon Street, Lakeland, Florida, at 11:00 a.m.,
Eastern Time, and at any adjournments thereof, on all matters coming
before the meeting, including the proposals referred to on the reverse
side hereof. If the undersigned is a participant in one of the Campbell
Soup Company Savings and 401(k) Plans or in the Campbell Soup Company
Ltd Employee Savings and Stock Bonus Plan (any of such plans, a
"Savings Plan"), then the undersigned hereby directs the respective
trustee of the applicable Savings Plan to vote all shares of Campbell
Soup Company Capital Stock in the undersigned's Savings Plan account at
the aforesaid Annual Meeting and at any adjournments thereof, on all
matters coming before the meeting, including the proposals referred to
on the reverse side hereof.
1. ELECTION OF DIRECTORS
Nominees: 01) Alva A. App, 02) Edmund M. Carpenter, 03) Bennett
Dorrance, 04) Thomas W. Field, Jr., 05) Kent B. Foster, 06) Harvey
Golub, 07) David W. Johnson, 08) David K.P. Li, 09) Philip E.
Lippincott, 10) Mary Alice D. Malone, 11) Charles H. Mott, 12) Charles
R. Perrin, 13) George M. Sherman, 14) Donald M. Stewart, 15) George
Strawbridge, Jr. and 16) Charlotte C. Weber. Directors recommend a
vote FOR
(Change of Address/Comments)
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
(If you have written in the above space, please mark the
corresponding box on the reverse side of this card)
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST SIGN THE
REVERSE SIDE; NO BOXES NEED TO BE MARKED. IF YOU DO NOT VOTE BY PHONE OR OVER
THE INTERNET, PLEASE RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
[SEE REVERSE SIDE]
________________________________________________________________________________
DIRECTIONS TO THE LAKELAND CENTER
700 W. LEMON STREET
LAKELAND, FLORIDA
(800) 200-4870
FROM ORLANDO:
Take I-4 West to Exit 17 (Kathleen Rd., South)
Continue on Kathleen Rd. South
Turn right on Sikes Blvd.
Follow Sikes Blvd. to Lime Street
Turn right on Lime Street
The Lakeland Center is on the corner of Sikes Blvd.
and Lime Street.
FROM TAMPA:
Take I-4 East to Exit 17
Follow directions above.
[THE LAKELAND CENTER MAP]
