-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GnbwKMfq4LIzUyHk1gMdouVhW7Y2grVTAakUkNrNQpBD6QpvhVG0KhXlzuIoT8gB AMtlFsPHkgrdxdlfPEh8eg== 0001275287-07-001878.txt : 20070420 0001275287-07-001878.hdr.sgml : 20070420 20070420163044 ACCESSION NUMBER: 0001275287-07-001878 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070416 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070420 DATE AS OF CHANGE: 20070420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMUCKER J M CO CENTRAL INDEX KEY: 0000091419 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 340538550 STATE OF INCORPORATION: OH FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05111 FILM NUMBER: 07779293 BUSINESS ADDRESS: STREET 1: STRAWBERRY LN CITY: ORRVILLE STATE: OH ZIP: 44667 BUSINESS PHONE: 3306823000 MAIL ADDRESS: STREET 1: STRAWBERRY LANE, P.O. BOX 280 CITY: ORRVILLE STATE: OH ZIP: 44667 8-K 1 jm9680.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 16, 2007 THE J. M. SMUCKER COMPANY -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 1-5111 34-0538550 ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Strawberry Lane Orrville, Ohio 44667-0280 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (330) 682-3000 Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On April 16, 2007, the Executive Compensation Committee of the Board of Directors of The J. M. Smucker Company approved the forms of the award agreement for restricted stock and deferred stock units to be issued pursuant to The J. M. Smucker Company 2006 Equity Compensation Plan which was approved by shareholders on August 17, 2006. Executive officers and other key managers of the Company may receive grants of restricted stock or deferred stock units upon achieving performance targets that have been established for the performance period. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Exhibit Number Description -------- --------------------------------------------------- 10.1 Form of Restricted Stock Agreement 10.2 Form of Deferred Stock Units Agreement SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE J. M. SMUCKER COMPANY By: /s/ M. Ann Harlan ------------------------------- M. Ann Harlan Vice President, General Counsel, and Secretary Date: April 20, 2007 EXHIBIT INDEX ------------- Exhibit Exhibit Number Description - -------- ------------------------------------------------------------------ 10.1 Form of Restricted Stock Agreement 10.2 Form of Deferred Stock Units Agreement EX-10.1 2 jm9680ex101.txt EXHIBIT 10.1 Exhibit 10.1 THE J. M. SMUCKER COMPANY RESTRICTED STOCK AGREEMENT WHEREAS, _________________ (the "Grantee") is an employee of The J. M. Smucker Company, an Ohio corporation, or one of its subsidiaries (hereinafter called the "Company"); and WHEREAS, the execution of an agreement in the form hereof (this "Agreement") has been authorized by a resolution of the Executive Compensation Committee (the "Committee") of the Board of Directors of the Company, pursuant to The J. M. Smucker Company 2006 Equity Compensation Plan (the "Plan"), as of ______________ (the "Date of Grant"); NOW, THEREFORE, the Company hereby grants to the Grantee ___________ shares of Restricted Stock (as defined in the Plan) (the "Restricted Stock"), effective as of the Date of Grant, subject to the terms and conditions of the Plan and the following additional terms, conditions, limitations and restrictions. ARTICLE I DEFINITIONS All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan. ARTICLE II CERTAIN TERMS OF THE RESTRICTED STOCK 1. Issuance of Restricted Stock. The Restricted Stock covered by ---------------------------- this Agreement shall be issued to the Grantee effective upon the Date of Grant. The Common Shares subject to this grant of Restricted Stock shall be registered in the Grantee's name and shall be fully paid and nonassessable. Any certificates or evidence of award shall bear an appropriate legend referring to the restrictions hereinafter set forth. 2. Restrictions on Transfer of Shares. The Common Shares subject ---------------------------------- to this grant of Restricted Stock may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, unless the Restricted Stock has become nonforfeitable as provided in Section 3 hereof; provided, however, that the Grantee's rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 2 of this Article II shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Common Shares. The Company in its sole discretion, when and as permitted by the Plan, may waive the restrictions on transferability with respect to all or a portion of the Common Shares subject to this grant of Restricted Stock. 3. Vesting of Restricted Stock. --------------------------- (a) All of the Restricted Stock covered by this Agreement shall become nonforfeitable on the fourth anniversary of the Date of Grant if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary during that four-year period. (b) Notwithstanding the provisions of Section 3(a) of this Article II, all of the Restricted Stock covered by this Agreement shall immediately become nonforfeitable (i) if the Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary during the four-year period from the Date of Grant, (ii) if, at any time during the four-year period from the Date of Grant, the Grantee is age 60 with at least ten years of service with the Company, or (iii) if a Change in Control occurs during the four-year period from the Date of Grant while the Grantee is employed by the Company or a Subsidiary. (c) Notwithstanding the provisions of Section 3(a) of this Article II, if the Grantee leaves the employ of the Company or a Subsidiary within four years from the Date of Grant under circumstances determined by the Committee to be for the convenience of the Company, the Committee may, when and as permitted by the Plan, determine that all of the Restricted Stock covered by this Agreement shall become nonforfeitable. 4. Forfeiture of Shares. The Restricted Stock shall be forfeited, -------------------- except as otherwise provided in Section 3 above, if the Grantee ceases to be employed by the Company or a Subsidiary prior to four years from the Date of Grant or in the event the Board determines the Grantee has engaged in Detrimental Activity as such term is defined in the Plan. In the event of a forfeiture, any certificate(s) representing the Restricted Stock or any evidence of direct registration representing the Restricted Stock covered by this Agreement shall be cancelled. 5. Dividend, Voting and Other Rights. (a) Except as otherwise --------------------------------- provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect to the Restricted Stock covered by this Agreement, including the right to vote such Restricted Stock and receive any dividends that may be paid thereon; provided, however, that any additional Common Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation, or reorganization or any other change in the capital structure of the Company shall be subject to the same restrictions as the Restricted Stock covered by this Agreement. (b) Cash dividends on the Restricted Stock covered by this Agreement shall be paid to the Grantee pursuant to the Company's Amended and Restated Articles of Incorporation and reported on the Grantee's annual wage and tax statement (Form W-2) as compensation. 6. Retention of Stock Certificate(s) by the Company. Certificates ------------------------------------------------ representing shares of Restricted Stock, if any, will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Grantee in whose name such certificates are registered, endorsed in blank and covering such shares, until all restrictions thereon will have lapsed. - 2 - ARTICLE III GENERAL PROVISIONS 1. Compliance with Law. The Company shall make reasonable efforts ------------------- to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would result in a violation of any such law. 2. Withholding Taxes. To the extent that the Company or any ----------------- Subsidiary is required to withhold any federal, state, local or foreign tax in connection with any delivery of Common Shares pursuant to this Agreement, and the amounts available to the Company or such Subsidiary are insufficient, it shall be a condition to the receipt of such delivery that the Grantee make arrangements satisfactory to the Company or such Subsidiary for payment of the balance of such taxes required to be withheld. This tax withholding obligation may be satisfied by the Company electing to withhold Common Shares otherwise deliverable pursuant to this award in order to satisfy the minimum tax withholding amount permissible under the method that results in the least amount withheld. 3. Continuous Employment. For purposes of this Agreement, the --------------------- continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of the (i) transfer of his employment among the Company and its Subsidiaries or (ii) a leave of absence approved by a officer of the Company or a Subsidiary. 4. Right to Terminate Employment. No provision of this ----------------------------- Agreement shall limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time. Nothing herein shall be deemed to create a contract or a right to employment with respect to the Grantee. 5. Relation to Other Benefits. Any economic or other benefit to -------------------------- the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement, or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. 6. Amendments. Any amendment to the Plan shall be deemed to be an ---------- amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall impair the rights of the Grantee under this Agreement without the Grantee's consent. 7. Severability. In the event that one or more of the provisions ------------ of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable form the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. - 3 - 8. Relation to Plan. This Agreement is subject to the terms and ---------------- conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Stock. 9. Governing Law. This Agreement is made under, and shall be ------------- governed by and construed in accordance with the internal substantive laws of the State of Ohio. This Agreement is executed by the Company as of the _______ day of ______________. THE J. M. SMUCKER COMPANY By: ------------------------ Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Restricted Stock Agreement, together with a copy of the Plan Prospectus, dated September 28, 2006, summarizing key provisions of the Plan, and accepts the award of Restricted Stock granted hereunder on the terms and conditions set forth herein and in the Plan. Date: ---------------------- ------------------------------- Grantee - 4 - EX-10.2 3 jm9680ex102.txt EXHIBIT 10.2 Exhibit 10.2 THE J. M. SMUCKER COMPANY DEFERRED STOCK UNITS AGREEMENT (For Non-U.S. Taxpayers) WHEREAS, __________________ (the "Grantee") is an employee of The J. M. Smucker Company, an Ohio corporation (the "Company"); and WHEREAS, the execution of an agreement in the form hereof (this "Agreement") has been authorized by a resolution of the Executive Compensation Committee (the "Committee") of the Board of Directors of the Company, pursuant to The J. M. Smucker Company 2006 Equity Compensation Plan (the "Plan"), as of __________________ (the "Date of Grant"); NOW, THEREFORE, the Company hereby grants to the Grantee _________ Deferred Stock Units (as defined in the Plan) (the "Deferred Stock Units"), effective as of the Date of Grant, subject to the terms and conditions of the Plan and the following additional terms, conditions, limitations and restrictions. ARTICLE I DEFINITIONS All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan. ARTICLE II CERTAIN TERMS OF THE DEFERRED STOCK UNITS 1. Grant of Deferred Stock Units. The Deferred Stock Units ----------------------------- covered by this Agreement are granted to the Grantee effective on the Date of Grant and are subject to and granted upon the terms, conditions and restrictions set forth in this Agreement and in the Plan. The Deferred Stock Units shall become vested in accordance with Section 3 hereof. Each Deferred Stock Unit shall represent one hypothetical share of Common Stock, without par value of the Company (the "Common Stock") and shall at all times be equal in value to one share of Common Stock. The Deferred Stock Units will be credited to the Grantee in an account established for the Grantee until payment in accordance with Section 4 hereof. 2. Restrictions on Transfer of Deferred Stock Units. Neither the ------------------------------------------------ Deferred Stock Units granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment other than by will or pursuant to the laws of descent and distribution (or to a designated beneficiary in the event of the Grantee's death). 3. Vesting of Deferred Stock Units. ------------------------------- (a) The Deferred Stock Units shall become vested on the fourth anniversary of the Date of Grant (the "Vesting Date") if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary during that four (4) year period. Any Deferred Stock Units not vested will be forfeited, except as provided in Section 3(b) below, if the Grantee ceases to be continuously employed by the Company prior to the Vesting Date. Deferred Stock Units may also be forfeited in the event the Board determines the Grantee has engaged in Detrimental Activity as such term is defined in the Plan. (b) Notwithstanding the provisions of Section 3(a), all of the Deferred Stock Units shall immediately become nonforfeitable (each, a "Vesting Event") (i) if the Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary during the four-year period from the Date of Grant, (ii) if, at any time during the four-year period from the Date of Grant, the Grantee is age 60 with at least ten years of service with the Company, or (iii) if a Change in Control occurs during the four-year period from the Date of Grant while the Grantee is employed by the Company or a Subsidiary. 4. Issuance of the Common Stock. ---------------------------- (a) The Company will issue to the Grantee the Common Stock underlying the vested Deferred Stock Units on the Vesting Date or, if earlier, upon the occurrence of a Vesting Event. (b) Except to the extent permitted by the Company and the Plan, no Common Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (c) The Company's obligations to the Grantee with respect to the Deferred Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Deferred Stock Units. 5. Dividend, Voting and Other Rights. --------------------------------- (a) The Grantee shall have no rights of ownership in the Deferred Stock Units and shall have no right to dividends and no right to vote Deferred Stock Units until the date on which the Common Stock underlying the Deferred Stock Units is transferred to the Grantee pursuant to Section 4 above. (b) The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement. 2 ARTICLE III GENERAL PROVISIONS 1. Adjustments. The number of shares of Common Stock issuable ----------- pursuant to the Deferred Stock Units is subject to adjustment as provided in Section 13 of the Plan. 2. Compliance with Law. The Company shall make reasonable efforts ------------------- to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law. 3. Compliance with Section 409A of the Code. To the extent that ---------------------------------------- the Grantee is or becomes subject to payment of U.S. tax, then appropriate adjustments may be made if necessary to make the awards comply with Section 409A of the Code. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. 4. Withholding Taxes. To the extent that the Company or any ----------------- Subsidiary is required to withhold any federal, state, local or foreign tax in connection with the Deferred Stock Units or the issuance of Common Shares pursuant to this Agreement, and the amounts available to the Company or such Subsidiary are insufficient, it shall be a condition to the issuance of such Common Shares that the Grantee make arrangements satisfactory to the Company or such Subsidiary for payment of the balance of such taxes required to be withheld. This tax withholding obligation shall or may be satisfied by the Company withholding Common Shares otherwise issuable pursuant to this award in order to satisfy the minimum tax withholding amount permissible under the method that results in the least amount withheld. 5. Continuous Employment. For purposes of this Agreement, the --------------------- continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of the (i) transfer of his employment among the Company and its Subsidiaries or (ii) a leave of absence approved by an officer of the Company or a Subsidiary. 6. Right to Terminate Employment. No provision of this Agreement ----------------------------- shall limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time. Nothing herein shall be deemed to create a contract or a right to employment with respect to the Grantee. 7. Relation to Other Benefits. Any economic or other benefit to -------------------------- the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement, or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. 3 8. Amendments. Any amendment to the Plan shall be deemed to be an ---------- amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall impair the rights of the Grantee under this Agreement without the Grantee's consent. 9. Severability. In the event that one or more of the provisions ------------ of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 10. Relation to Plan. This Agreement is subject to the terms and ---------------- conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Deferred Stock Units. 11. Governing Law. This Agreement is made under, and shall be ------------- governed by and construed in accordance with the internal substantive laws of the State of Ohio. This Agreement is executed by the Company as of the _______ day of ______________. THE J. M. SMUCKER COMPANY By: ------------------------ Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Deferred Stock Units Agreement, together with a copy of the Plan Prospectus, dated September 28, 2006, summarizing key provisions of the Plan, and accepts the award of Deferred Stock Units granted hereunder on the terms and conditions set forth herein and in the Plan. Date: --------------------------- ---------------------- Grantee 4 -----END PRIVACY-ENHANCED MESSAGE-----