Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 20± 96K
2: EX-3 Articles of Incorporation/Organization or By-Laws 7± 34K
10: EX-10.VIV Material Contract 5± 22K
3: EX-10.XII Material Contract 9± 34K
4: EX-10.XIII Material Contract 12± 46K
5: EX-10.XIV Material Contract 4± 19K
6: EX-10.XV Material Contract 4± 18K
7: EX-10.XVI Material Contract 4± 19K
8: EX-10.XVII Material Contract 5± 25K
9: EX-10.XVIII Material Contract 3± 14K
11: EX-10.XX Material Contract 7± 32K
12: EX-11 Statement re: Computation of Earnings Per Share 5± 29K
13: EX-13 Annual or Quarterly Report to Security Holders 5± 31K
14: EX-21 Subsidiaries of the Registrant 4± 19K
15: EX-23 Consent of Experts or Counsel 1 7K
16: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
EX-10.XII — Material Contract
AMENDED
AUGUST 9, 1995
DEFERRED COMPENSATION PLAN FOR
NON-MANAGEMENT DIRECTORS
1. General Provisions
1.1 Purpose of Plan
The purpose of the Plan is to enhance the profitability and value of
the Company for the benefit of its shareholders by providing a
supplemental retirement program to attract and retain qualified non-
management directors who have made or will make important
contributions to the success of the Company.
1.2 Definitions
(a) "Acquiring Person" means any person or group of Affiliates
or Associates who is or becomes the beneficial owner, directly or
indirectly, of shares representing 20% or more of the total votes
of the outstanding Stock entitled to vote at a meeting of
shareholders.
(b) "Affiliate" or "Associate" shall have the meanings set forth
as of March 1, 1990, in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
amended.
(c) "Beneficiary" means the person or persons (including legal
entities) who have been designated in accordance with Section 3.2
hereof to receive benefits under this Plan following a
Participant's death.
(d) "Board" means the Board of Directors of Ralston Purina
Company.
(e) "Change in Control" means the time when (i) any person,
either individually or together with such person's Affiliates or
Associates, shall have become the beneficial owner, directly or
indirectly, of shares representing at least 50% of the total
votes of the outstanding shares of capital stock of the Company
entitled to vote at a meeting of shareholders and there shall
have been a public announcement of such occurrence by the Company
or such person or (ii) individuals who shall qualify as
Continuing Directors shall have ceased for any reason to
constitute at least a majority of the Board of Directors of
Ralston Purina Company; provided however, that in the case of
either clause (i) or clause (ii), a Change in Control shall not
be deemed to have occurred if the event shall have been approved
prior to the occurrence thereof by a majority of the Continuing
Directors who shall then be members of such Board of Directors.
(f) "Company" means Ralston Purina Company and its subsidiaries
and affiliates.
(g) "Compensation" means all or any part of any cash, or other
consideration to be paid to a Director by the Company as
directors' fees or retainers.
(h) "Continuing Director" means any member of the Board while
such person is a member of the Board, who is not an Affiliate or
Associate of an Acquiring Person or of any such Acquiring
Person's Affiliate or Associate and was a member of the Board
prior to the time when such Acquiring Person became an Acquiring
Person, and any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or an Affiliate or Associate of an Acquiring Person or a
representative or nominee of an Acquiring Person or of any
Affiliate or Associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(i) "Date of Crediting" means, with respect to any Compensation
deferred pursuant to the Plan, the first day of the month
following the date when such Compensation would otherwise be paid
to a Participant.
(j) "Director" means any member of the Board.
(k) "Market Value" means, in the case of any class or series of
Stock, the average of the closing prices of such class or series
as reported by the New York Stock Exchange - Composite
Transactions during the ten (10) trading days immediately
preceding the date in question, or, if the class or series of
Stock is not quoted on such composite tape or if such class or
series is not listed on such exchange, on the principal United
States securities exchange registered under the Securities
Exchange Act of 1934, as amended, on which the class or series of
Stock is listed, or if the class or series is not listed on any
such exchange, the average of the closing bid quotations with
respect to a share of the class or series of Stock during the ten
(10) days immediately preceding the date in question on the
NASDAQ Stock Market National Market System or any system then in
use, or if no such quotations are available, the fair market
value on the date in question of a share of the class or series
of Stock as determined by a majority of the Continuing Directors
in good faith.
(l) "Non-Management Director" means any Director who is not an
officer or employee of the Company.
(m) "Participant" means any Director who participates in the
Plan.
(n) "Plan" means the Deferred Compensation Plan for Non-
Management Directors, as amended.
(o) "Retirement" means a Director's resignation or removal as a
Director of the Company following attainment of age 70.
(p) "Stock" means shares of the Company's common stock, par
value $.10 per share, which consists of shares of a class of
common stock designated as Ralston-Ralston Purina Group Common
Stock (`RPG Stock'') or any such other security outstanding upon
the reclassification of the Company's RPG Stock or any other
outstanding class or series of common stock, including, without
limitation, any stock split-up, stock dividend, creation of
tracking stock, or other distributions of stock in respect of
stock, or any reverse stock split-up, or recapitalization of the
Company or any merger or consolidation of the Company with any
Affiliate, or any other transaction, whether or not with or into
or otherwise involving an Acquiring Person.
(q) "Year" means calendar year unless otherwise specified.
1.3 Eligibility and Participation
Any Non-Management Director who is entitled to Compensation is
eligible to participate in the Plan. An eligible Director becomes a
Participant in this Plan upon the effective date of an agreement
executed by the parties pursuant to Section 2.1(c).
1.4 Administration of the Plan
The Board shall administer the Plan and, in connection therewith,
shall have full power and sole discretion to approve or disapprove
eligible Directors' requests for deferral in any option; to impose on
any deferral any terms and conditions in addition to those set forth
in the Plan; to construe and interpret the Plan; to establish rules
and regulations; to delegate responsibilities to others to assist it
in administering the Plan or performing any responsibilities
hereunder; and to perform all other acts it believes reasonable and
proper in connection with the administration of the Plan.
1.5 Power to Amend
The power to amend, modify or terminate this Plan at any time is
reserved to the Board except that no amendment, modification or
termination which would reasonably be considered to be adverse to a
Participant or Beneficiary may apply to or affect the terms of any
deferral of Compensation deferred prior to the effective date of such
amendment, modification or termination, without the consent of the
Participant or Beneficiary affected thereby.
2. Deferral Options
2.1 Terms and Conditions
(a) Deferral options available - The options for deferral of
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Compensation offered under this Plan shall consist of the Equity
Option, the Variable Interest Option and such other options as
the Board may from time to time determine. Prior to commencement
of directorships, or with respect to existing Directors, on or
before December 31 of the Year prior to the Year in which any
such Compensation will be earned, an eligible director may
request in writing that the Board approve a deferral either into
or under any single deferral option provided under this Plan, or
any combination thereof. The Board, in its sole discretion, may
permit amounts deferred by an eligible Director pursuant to any
other deferred compensation program of the Company to be
converted into any deferral option provided under this Plan.
Participants in this Plan shall be permitted once each calendar
year to transfer any amounts which have been deferred for at
least one year (other than Company Matching Deferrals, as
hereinafter defined) in an account credited with Stock
equivalents (a `Stock Equivalent Account'') or a Deferred Cash
Account established pursuant to the Variable Interest Option.
Company Matching Deferrals may not be transferred from the Stock
Equivalent Account to which they are originally credited.
(b) Source of terms and conditions - Any deferral under the Plan
------------------------------
shall be subject to the provisions of the Plan, any other
conditions imposed by law, and the terms of any award of
Compensation. Approval of a deferral of Compensation shall in no
event constitute a waiver by the Company of any conditions to the
receipt of such Compensation.
(c) Written agreement - Every deferral that is approved by the
-----------------
Board or its designees shall be made pursuant to a written
agreement signed by the Participant and the Company. Any
modifications or amendments to such agreement shall also be in
writing, signed by the parties. In the event of any conflict or
inconsistency between the terms of such written agreement and the
terms of the Plan, such written agreement shall control.
2.2 Equity Option
(a) Stock equivalents - Upon approval of a deferral in the
-----------------
Equity Option, a "Stock Equivalent Account" shall be established
in the Participant's name. Stock equivalents and fractions
thereof shall be credited to such Stock Equivalent Account in an
amount determined by dividing the amount of Compensation to be
deferred in each such account by the Market Value of the relevant
Stock on the Date of Crediting. Upon the occurrence of any stock
split-up, stock dividend, issuance of any tracking stock,
combination or reclassification with respect to any outstanding
series or class of Stock, or consolidation, merger or sale of all
or substantially all of the assets of the Company, the number of
Stock equivalents in each Stock Equivalent Account shall, to the
extent appropriate, be adjusted accordingly.
(b) Company Matching Deferral - Upon a deferral into the Equity
-------------------------
Option and the associated crediting of Stock equivalents to a
Participant's Stock Equivalent Account, the Company shall credit
each such Stock Equivalent Account, on the same Date of
Crediting, with additional Stock equivalents equal to 25% of the
Compensation deferred into each such Stock Equivalent Account
divided by the Market Value of the relevant Stock on the Date of
Crediting. Such additionally credited Stock equivalents, and all
dividend equivalents associated therewith, are hereinafter
referred to as "Company Matching Deferrals".
(c) Time of crediting - Deferrals in Stock equivalents shall be
-----------------
credited to a Participant's Stock Equivalent Account on the Date
of Crediting.
(d) Dividend Equivalents - To the extent dividends on any class
--------------------
or series of outstanding Stock are paid, dividend equivalents and
fractions thereof shall be calculated with respect to balances of
such Stock equivalents in any Stock Equivalent Account, converted
to additional equivalents of such Stock and credited to the
appropriate Stock Equivalent Account as of the dividend payment
dates. The number of Stock equivalents to be credited as of each
such date shall be determined by dividing the amount of the
dividend equivalent by the Market Value of the relevant Stock on
the dividend payment date. The Participant's Stock Equivalent
Account shall continue to earn such dividend equivalents until
fully distributed if distributed in Stock, otherwise such
dividend equivalents shall be earned only until the time of a
Participant's Retirement or other termination or the effective
date of the commencement of total and permanent disability. At
the discretion of the Committee, dividend equivalents may be
credited in cash to a Deferred Cash Account established or
existing for the Participant under the "Variable Interest
Option", described in Section 2.3 hereof, instead of converting
them to additional Stock equivalents.
(e) Form of distribution - Distributions under this Option,
--------------------
including distributions of Company Matching Deferrals, shall be
in cash. The amount of cash to be distributed shall be the
number of whole and/or fractional Stock equivalents in each Stock
Equivalent Account multiplied by the Market Value of the relevant
class or series of Stock on the date of the Participant's
Retirement or other termination or the effective date of the
determination of total and permanent disability, with interest
accruing, at the rate described in Section 2.3(a) hereof, from
such date of Retirement, other termination or determination of
disability until the time of distribution.
(f) Time of distribution to Participant - All amounts due to the
-----------------------------------
Participant under the Equity Option shall be payable on the 60th
day following the Participant's Retirement or other termination.
Distributions to Participants found to be totally and permanently
disabled shall be on the 60th day following the determination of
such disability. No amounts shall be payable to a Participant
prior to such Participant's Retirement, other termination or
total and permanent disability.
(g) Distribution upon death - In the event of the Participant's
-----------------------
death, all amounts due under this Option shall be paid to the
Beneficiary; but if none is designated then benefits shall be
paid to Participant's estate or as provided by law. Distribution
in full shall be made on the 60th day following the Participant's
death.
(h) Change in Control - Upon a Change in Control, deferrals into
-----------------
the Equity Option will no longer be permitted and each Stock
Equivalent Account shall be immediately converted into a Deferred
Cash Account established pursuant to Section 2.3(a) hereof. The
amount of cash to be credited to each such Deferred Cash Account
shall be equal to the number of whole and/or fractional Stock
equivalents in each Stock Equivalent Account multiplied by the
Market Value as of the Change in Control. Each Participant whose
Stock Equivalent Account is hereby converted to a Deferred Cash
Account shall have the right, at his sole discretion, to convert
such Deferred Cash Account into any other deferral option which
may thereafter be established pursuant to the Plan or any other
deferred compensation plan established by the Company or any
successor.
2.3 Variable Interest Option
(a) Interest equivalents - Upon approval of a deferral in the
--------------------
Variable Interest Option, a "Deferred Cash Account" shall be
established in the Participant's name. The amount of
Compensation being deferred under this option will be credited to
this account on or before the Date of Crediting. Interest
equivalents on amounts deferred under this option shall be
calculated annually as of December 31 of each year for the period
from the Date of Crediting until December 31, or, if such period
is greater than one year, for the one-year period commencing with
the previous January 1. Such equivalents shall be based on the
average of the daily close of business prime rates for the 365
days of such year, with respect to amounts credited prior to such
year, or, with respect to amounts credited during such year, for
the number of days from the Date of Crediting. The daily close
of business prime rates shall be as established by Morgan
Guaranty Trust Company of New York or such other bank as may be
designated by the Board. At distribution, interest equivalents
shall be similarly calculated on amounts in the Deferred Cash
Account based on average daily prime rates from the preceding
January 1, or, if later, the Date of Crediting, through the date
of distribution, and added to the total to be distributed. The
crediting of interest equivalents to the Participant's Deferred
Cash Account shall continue until the balance in such account is
fully distributed.
(b) Time of crediting - The interest equivalents calculated each
-----------------
December 31 shall be credited to a Participant's Deferred Cash
Account on January 1 of the next Year. Prior to distribution to
a Participant pursuant to Section 2.3(d) hereof, interest
equivalents calculated as described above shall be credited to
such Participant's Deferred Cash Account.
(c) Form of distribution - Distribution under this option shall
--------------------
be in cash.
(d) Time of distribution to Participant - All amounts due to the
-----------------------------------
Participant under the Variable Interest Option shall be payable
on the 60th day following the Participant's Retirement or other
termination. Distributions to Participants found to be totally
and permanently disabled shall be on the 60th day following the
determination of such disability. No amounts shall be payable to
a Participant prior to such Participant's Retirement, other
termination or total and permanent disability.
(e) Distribution upon death - In the event of the Participant's
-----------------------
death, all amounts due under this Option shall be paid to the
Beneficiary; but if none is designated then benefits shall be
paid to Participant's estate or as provided by law. Distribution
in full shall be made in a lump sum on the 60th day following the
Participant's death.
3. Other Governing Provisions
3.1 Company's Obligations Unfunded - All benefits due a Participant or a
------------------------------
Beneficiary under this Plan are unfunded and unsecured and are payable
out of the general funds of the Company. The Company, in its sole and
absolute discretion, may establish a "grantor trust" for the payment
of benefits and obligations hereunder, the assets of which shall be at
all times subject to the claims of creditors of the Company as
provided for in such trust, provided that such trust does not alter
the characterization of the Plan as an "unfunded plan" for purposes of
the Employee Retirement Income Security Act, as amended. Such trust
shall make distributions in accordance with the terms of the Plan.
3.2 Beneficiary Designation - A Participant may file with the Secretary of
-----------------------
the Company a written designation of a beneficiary or beneficiaries
(subject to such limitations as to the classes and number of
beneficiaries and contingent beneficiaries as the Board may from time
to time prescribe) to receive, following the death of the Participant,
benefits payable under any option of the Plan. The Board reserves the
right to review and approve beneficiary designations. A Participant
may from time to time revoke or change any such designation of
beneficiary and any designation of beneficiary under the Plan shall be
controlling over any other disposition, testamentary or otherwise;
provided, however, that if the Board shall be in doubt as to the right
of such beneficiary to receive any benefits under the Plan, the Board
may determine to recognize only the rights of the legal representative
of the Participant, in which case the Company, the Board and the
members thereof shall not be under any further liability to anyone.
3.3 Hardship Withdrawals - The Board in its sole and absolute discretion
--------------------
may permit withdrawal by a Participant of any amount from his accounts
under the Equity Option or the Variable Interest Option, if the Board
determines, in its discretion, that such funds are needed due to
serious and immediate financial hardship from an unforeseeable
emergency. Serious and immediate financial hardship to the
Participant must result from a sudden and unexpected illness or
accident of the Participant or a dependent, loss of property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising from events beyond the control of the
Participant. A distribution based upon such financial hardship cannot
exceed the amount necessary to meet such immediate financial need. In
addition, the Board may impose suspensions or other penalties as a
condition to such withdrawals.
3.4 Transferability of Benefits - The right to receive payment of benefits
---------------------------
under this Plan shall not be transferred, assigned or pledged except
by beneficiary designation, will or pursuant to the laws of descent
and distribution.
3.5 Address of Participant or Beneficiary - A Participant shall keep the
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Company apprised of his current address and that of any Beneficiary at
all times during his participation in the Plan. At the death of a
Participant, a Beneficiary who is entitled to receive payment of
benefits under the Plan shall keep the Company apprised of his current
address until the entire amount to be distributed to him has been
paid.
3.6 Taxes - Any taxes required to be withheld under applicable federal,
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state or local tax laws or regulations may be withheld from any
payment due hereunder.
3.7 Gender - The use of masculine pronouns herein shall be deemed to
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include both males and females.
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Dates Referenced Herein and Documents Incorporated by Reference
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