Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 14 58K
2: EX-10.1 Amendment #4 to Employee Stk Ownership/401(K) Plan 6± 19K
3: EX-10.2 Amendment #5 to Employee Stk Ownership/401(K) Plan 9 29K
4: EX-10.3 Amendment #6 to Employee Stk Ownership/401(K) Plan 5 20K
5: EX-10.4 Amendment #7 to Employee Stk Ownership/401(K) Plan 3 14K
6: EX-10.5 1996 Stock Incentive Plan as Amended 10 53K
7: EX-27 Financial Data Schedule 2± 9K
EX-10.4 — Amendment #7 to Employee Stk Ownership/401(K) Plan
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AMENDMENT NO. 7
TO
THE EARTHGRAINS COMPANY
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN
WHEREAS, The Earthgrains Company (formerly Campbell Taggart, Inc. and
hereafter referred to as the "Company") adopted The Earthgrains Company Employee
Stock Ownership Plan/401(k) ("Plan") effective as of July 1, 1994; and
WHEREAS, the Company desires to amend said Plan effective as of July 1,
2000.
NOW, THEREFORE, the Plan is hereby amended, effective as of July 1,
2000, in the following respects.
I.
Section 2.1(n) of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"(n) "Compensation" means wages, salaries, fees for professional
services and other amounts received (whether or not in
cash) for personal services actually rendered in the course
of employment with the Employer to the extent that the
amounts are includable in gross income (including, but not
limited to, bonuses, overtime, amounts paid on account of
termination of employment (e.g. vacation pay), salary
reduction contributions made pursuant to a Plan designed
to comply with Code Section 125, commissions paid to
salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums,
tips, or other expense allowances under a nonaccountable
plan (as described in Treasury Regulation Section
1.62-2(c)) and excluding the following:
(i) Severance pay;
(ii) Contributions made to a qualified or non-
qualified plan of deferred compensation or
under a simplified employee pension plan
which are not includable in gross income for
the taxable year, or any distributions from a
plan of deferred compensation;
(iii) Amounts realized from the exercise of a non-
qualified stock option, or when restricted
stock (or property) either becomes freely
transferable or is no longer subject to a
substantial risk of forfeiture;
(iv) Amounts realized from the sale, exchange or
other disposition of stock acquired under a
qualified stock option;
(v) Amounts (even if includable in gross income) which
are reimbursements or other expense allowances,
fringebenefits (cash or noncash), moving expenses,
deferred compensation, or welfare benefits.
Notwithstanding the foregoing, Compensation shall include foreign
earned income as defined in Code Section 911(b), whether or not
excludable from gross income under Code Section 911, except that
the exclusions in subsections (i) through (v) above shall apply.
The annual Compensation of each Employee taken into account under
the Plan shall not exceed $170,000, as adjusted by the
Commissioner for increases in the cost of living in accordance
with Code Section 401(a)(17)(B). The cost-of-living adjustment
in effect for a calendar year applies to any period, not
exceeding twelve (12) months, over which Compensation is
determined (determination period) beginning in such calendar year.
If a determination period consists of fewer than twelve (12)
months, the annual compensation limit will be multiplied by
a fraction, the numerator of which is the number of months in
the determination period, and the denominator of which is
twelve (12)."
II.
Section 6.1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"6.1. Employer Matching Contribution.
An Adopting Employer shall make a contribution for each calendar
month on behalf of each Active Participant who received a
Before-Tax Contribution for any payroll period within such
calendar month, in an amount equal to 100% of the Participant's
Before-Tax Matched Contributions and After-Tax Matched
Contributions up to the first 4% of the Participant's
Compensation for such calendar month; provided, however,
that the Employer Matching Contribution, if any, made on
behalf of a Participant who is covered by a collective
bargaining agreement entered into with the Adopting Employer
may be different from the Employer Matching Contributions
for all other Participants, including Participants who are
covered by a different collective bargaining agreement
entered into with the Adopting Employer.
Anything contained herein to the contrary notwithstanding,
an Employee who was employed by an Adopting Employer on or
before March 26, 1996, and who was not making After-Tax
Contributions and/or Before-Tax Contributions to the Plan
on March 26, 1996, and who after March 26, 1996 and prior
to May 20, 1996, elects to make After-Tax Matched
Contributions and/or Before-Tax Matched Contributions to
the Plan, shall receive ten (10) Company Shares allocated
to the Participant's Matching Contribution Stock Account.
This allocation of ten (10) Company Shares is in addition
to any other contributions made by an Adopting Employer
on behalf of such Participant. A Participant shall have
a non-forfeitable interest in such ten (10) Company Shares
allocated to his Matching Contribution Stock Account as
provided in Section 11.1.
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The contribution made by an Adopting Employer under this
Section shall be identified as an "Employer Matching
Contribution" for purposes of this Plan.
The Plan shall use the safe harbor provisions in Code
Sections 401(k)(12) and 401(m)(11) as alternatives to
satisfying the actual deferral percentage ("ADP") and
actual contribution percentage ("ACP") tests under the
Code."
III.
Section 9.2 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"9.2. Stock Funds.
The Trustee shall maintain within the Trust Fund a Stock Fund.
The Stock Fund shall be apportioned into the Suspense Fund
described in Article 10 and two (2) Participant Stock Funds,
including the following:
(a) "Loan Purchase Fund" which shall reflect Company
Shares acquired with the proceeds of a Share Purchase
Loan and allocated to Participants' Stock Accounts.
(b) "Cash Purchase Fund" which shall reflect Company Shares
otherwise acquired and allocated to Participants'
Stock Accounts.
The Committee shall maintain, with respect to each Participant
Stock Fund specified in (a) and (b), above, a separate
subaccount under each Stock Account specified in Section 8.3
to reflect the Participant's interest in the Participant Stock
Fund attributable to the Stock Account."
IN WITNESS WHEREOF, the Company has caused this Amendment No. 7 to be
executed as of the _____ day of _______________, 2000.
THE EARTHGRAINS COMPANY
By:_________________________
Title:______________________
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 8/4/00 | | | | | | | None on these Dates |
| | 7/1/00 | | 1 |
| For Period End: | | 6/20/00 |
| | 5/20/96 | | 2 |
| | 3/26/96 | | 2 |
| | 7/1/94 | | 1 |
| List all Filings |
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