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GIS » Topics » ANNUAL RETAINER AND MEETING FEES

This excerpt taken from the GIS 10-K filed Jul 26, 2007.

ANNUAL RETAINER AND MEETING FEES

 

 

A.

COMPENSATION STRUCTURE

 

 

 

 

1.

Each non-employee director shall be entitled to receive an annual retainer and meeting fees as shall be determined from time to time by the Board.

 

 

 

 

2.

Each non-employee director of the Company may elect by written notice to the Company on or before each annual stockholders’ meeting to participate in the compensation alternative provisions of the Plan. Any combination of the alternatives -- Cash, Deferred Cash and/or Common Stock -- may be elected, provided the aggregate of the alternatives elected equals one hundred percent of the non-employee director’s compensation at the time of the election.

 

 

 

 

3.

The election shall remain in effect for a one-year period which shall begin the day of the annual stockholders’ meeting and terminate the day before the succeeding annual stockholders’ meeting (hereinafter “Plan Year”).

 

 

 

 

4.

The Plan Year shall include four plan quarters (hereinafter “Plan Quarters”). Plan Quarters shall correspond to the Company’s fiscal quarters.

 

 

 

 

5.

A director elected to the Board at a time other than the annual stockholders’ meeting may elect, by written notice to the Company before such director’s term begins, to participate in the compensation alternatives for the remainder of that Plan Year, and elections for succeeding years shall be on the same basis as other directors.

 

 

 

 

6.

Periodically, the Company shall supply to each participant an account statement of participation under the Plan.

 

 

B.

CASH ALTERNATIVE

 

 

 

 

1.

Each non-employee director who elects to participate under the cash compensation provision of the Plan shall be paid all or the specified percentage of his or her compensation for the Plan Year in cash, and such cash payment shall be made as of the end of each Plan Quarter.

 

 

 

 

2.

If a participant dies during a Plan Year, the balance of the amount due to the date of the participant’s death shall be payable in full to such participant’s designated beneficiary, or, if none, the estate as soon as practicable following the date of death.

 

 

 

C.

DEFERRED CASH ALTERNATIVE

 

 

 

1.

Each non-employee director may elect to have all or a specified percentage of his or her compensation for the Plan Year deferred until the participant ceases to be a director.

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2.

For each director who has made this deferred cash election, the Company shall establish a deferred compensation account and shall credit such account at the end of each plan quarter for the compensation due. Interest shall be credited to each such account monthly based on the following rates as specified by the Committee from time to time:

 

 

 

 

 

 

a.

the rate of return as from time to time earned by the Fixed Income Fund of the Voluntary Investment Plan of General Mills, Inc. (VIP); or

 

 

 

 

 

 

b.

the rate of return as from time to time earned by the Equity Fund of the VIP; or

 

 

 

 

 

 

c.

any other rates of return of other funds or portfolios established under a qualified benefit plan maintained by the Company which the Minor Amendment Committee, or its delegate, in its discretion, may from time to time establish.

 

 

 

 

3.

Distribution of the participant’s deferred compensation account shall be as follows:

 

 

 

 

a.

at the time, and in the form of payment, elected by the participant at the time of deferral; or

 

 

 

 

b.

in the absence of an election at the time of deferral, in ten substantially equal annual installments beginning on January 1 of each year following the year in which the participant ceases to be a director; provided, however, that for compensation earned in Plan Years commencing after December 9, 1996, distributions must be made or commenced by the later of (i) the date the participant attains age 70 and (ii) five years after the director’s retirement from the Board.

 

 

 

 

4.

In the event of the termination of a participant from Board service other than by retirement, the Committee may in its sole discretion require that distribution of all amounts allocated to a participant’s deferred compensation account be accelerated and distributed as of the first business day of the calendar year next following termination.

 

 

 

 

5.

The Company has established a Supplemental Benefits Trust with Norwest Bank Minnesota, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations as to deferred cash compensation under the Plan and certain other plans of deferred compensation of the Company. In the event of a Change in Control as defined in Part IV hereinbelow, the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all cash benefits payable under the Plan. Any participant of the Plan shall have the right to demand and secure specific performance of this provision. All assets held in the trust remain subject

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only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the participant against the Company.

 

 

D.

GMI COMMON STOCK ALTERNATIVE

 

 

 

 

1.

Each participant may elect to receive all or a specified percentage of his or her compensation in shares of Common Stock, which will be issued at the end of each Plan Quarter.

 

 

 

 

2.

The Company shall ensure that an adequate number of shares of Common Stock are available for distribution to those participants making this election.

 

 

 

 

3.

Only whole numbers of shares will be issued, with any fractional share amounts paid in cash.

 

 

 

 

4.

For purposes of computing the number of shares earned each Plan Quarter, the value of each share shall be equal to the mean of the high and low price of shares of Common Stock on the New York Stock Exchange on the third Business Day preceding the last day of each Plan Quarter. For the purposes of this Plan, “Business Day” shall mean a day on which the New York Stock Exchange is open for trading.

 

 

 

 

5.

If a participant dies during a Plan Year, the balance of the amount due to the date of the participant’s death shall be payable in full to the participant’s designated beneficiary, or, if none, to the participant’s estate, in cash, as soon as practicable following the date of death.

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PART III

"ANNUAL RETAINER AND MEETING FEES" elsewhere:

Farmer Brothers Company (FARM)
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