Form 10-Q
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MARYLAND
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52-0408290
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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18 Loveton Circle, P. O. Box 6000,
Sparks, MD
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21152-6000
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (410) 771-7301
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Large Accelerated Filer
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ý
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Accelerated Filer
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¨
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Non-Accelerated Filer
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¨
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Smaller Reporting Company
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¨
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Shares Outstanding
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February 28, 2015
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Common Stock
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11,969,465
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Common Stock Non-Voting
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115,816,466
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ITEM 1
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ITEM 2
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ITEM 3
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ITEM 4
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ITEM 1
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ITEM 1a
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ITEM 2
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ITEM 4
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ITEM 5
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OTHER INFORMATION
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ITEM 6
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ITEM 1.
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FINANCIAL STATEMENTS
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Three months ended February 28,
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||||||
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2015
|
|
2014
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||||
Net sales
|
$
|
1,010.4
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$
|
993.4
|
|
Cost of goods sold
|
620.7
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|
|
601.9
|
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||
Gross profit
|
389.7
|
|
|
391.5
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||
Selling, general and administrative expense
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267.6
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|
266.9
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||
Special charges
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28.4
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—
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||
Operating income
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93.7
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|
124.6
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||
Interest expense
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12.9
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12.4
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||
Other expense (income), net
|
0.2
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(0.2
|
)
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||
Income from consolidated operations before income taxes
|
80.6
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|
112.4
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||
Income taxes
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20.0
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35.0
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||
Net income from consolidated operations
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60.6
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77.4
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Income from unconsolidated operations
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9.9
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5.1
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Net income
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$
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70.5
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$
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82.5
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Earnings per share – basic
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$
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0.55
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$
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0.63
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Average shares outstanding – basic
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128.2
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131.1
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Earnings per share – diluted
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$
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0.55
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$
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0.62
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Average shares outstanding – diluted
|
129.3
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132.2
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Cash dividends paid per share
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$
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0.40
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$
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0.37
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Three months ended February 28,
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||||||
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2015
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|
2014
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||||
Net income
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$
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70.5
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$
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82.5
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Net income attributable to non-controlling interest
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1.2
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1.0
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||
Other comprehensive income (loss):
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|
|
|
||||
Unrealized components of pension plans
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9.6
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3.8
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||
Currency translation adjustments
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(137.2
|
)
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4.3
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Change in derivative financial instruments
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1.2
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0.3
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Deferred taxes
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(2.5
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)
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(1.5
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)
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Comprehensive income (loss)
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$
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(57.2
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)
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$
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90.4
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February 28,
2015 |
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February 28,
2014 |
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November 30,
2014 |
||||||
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(unaudited)
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(unaudited)
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||||||
ASSETS
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Current Assets
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||||||
Cash and cash equivalents
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$
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81.8
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$
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89.4
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$
|
77.3
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Trade accounts receivables, net
|
384.1
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428.0
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493.6
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Inventories
|
|
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|
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||||||
Finished products
|
297.6
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309.0
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303.2
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|||
Raw materials and work-in-process
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410.8
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373.9
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410.6
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|||
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708.4
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682.9
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713.8
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Prepaid expenses and other current assets
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130.4
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139.8
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131.5
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Total current assets
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1,304.7
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1,340.1
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1,416.2
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Property, plant and equipment
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1,457.2
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1,423.0
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1,481.4
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|||
Less: accumulated depreciation
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(876.6
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)
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(852.0
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)
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(878.7
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)
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Property, plant and equipment, net
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580.6
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571.0
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602.7
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Goodwill
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1,651.2
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1,809.1
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1,722.2
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Intangible assets, net
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323.1
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332.8
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330.8
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Investments and other assets
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337.9
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376.7
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342.4
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Total assets
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$
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4,197.5
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$
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4,429.7
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$
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4,414.3
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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||||||
Current Liabilities
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|
||||||
Short-term borrowings
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$
|
310.5
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$
|
280.2
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$
|
269.6
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Current portion of long-term debt
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205.7
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|
|
1.8
|
|
|
1.2
|
|
|||
Trade accounts payable
|
334.6
|
|
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348.0
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|
372.1
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|
|||
Other accrued liabilities
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370.2
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382.1
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479.1
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Total current liabilities
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1,221.0
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1,012.1
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1,122.0
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Long-term debt
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806.8
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1,016.6
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1,014.1
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|
|||
Other long-term liabilities
|
465.8
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|
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413.6
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468.8
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Total liabilities
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2,493.6
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2,442.3
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2,604.9
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Shareholders’ Equity
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|
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||||||
Common stock
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372.6
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|
356.0
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367.2
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Common stock non-voting
|
634.2
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615.7
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628.4
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Retained earnings
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992.0
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|
993.2
|
|
|
982.6
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|
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Accumulated other comprehensive income (loss)
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(314.9
|
)
|
|
6.6
|
|
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(186.0
|
)
|
|||
Non-controlling interests
|
20.0
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|
|
15.9
|
|
|
17.2
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|
|||
Total shareholders’ equity
|
1,703.9
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|
|
1,987.4
|
|
|
1,809.4
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|||
Total liabilities and shareholders’ equity
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$
|
4,197.5
|
|
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$
|
4,429.7
|
|
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$
|
4,414.3
|
|
|
Three months ended February 28,
|
||||||
|
2015
|
|
2014
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
70.5
|
|
|
$
|
82.5
|
|
Adjustments to reconcile net income to net cash flow provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
24.9
|
|
|
26.8
|
|
||
Stock-based compensation
|
3.7
|
|
|
2.6
|
|
||
Income from unconsolidated operations
|
(9.9
|
)
|
|
(5.1
|
)
|
||
Changes in operating assets and liabilities
|
3.0
|
|
|
(34.1
|
)
|
||
Dividends from unconsolidated affiliates
|
3.7
|
|
|
4.0
|
|
||
Net cash flow provided by operating activities
|
95.9
|
|
|
76.7
|
|
||
Investing activities
|
|
|
|
||||
Capital expenditures
|
(15.5
|
)
|
|
(18.5
|
)
|
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Proceeds from sale of property, plant and equipment
|
—
|
|
|
0.5
|
|
||
Net cash flow used in investing activities
|
(15.5
|
)
|
|
(18.0
|
)
|
||
Financing activities
|
|
|
|
||||
Short-term borrowings, net
|
40.9
|
|
|
68.4
|
|
||
Long-term debt repayments
|
(0.2
|
)
|
|
(0.4
|
)
|
||
Proceeds from exercised stock options
|
11.3
|
|
|
8.9
|
|
||
Common stock acquired by purchase
|
(64.9
|
)
|
|
(56.9
|
)
|
||
Dividends paid
|
(51.3
|
)
|
|
(48.6
|
)
|
||
Net cash flow used in financing activities
|
(64.2
|
)
|
|
(28.6
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(11.7
|
)
|
|
(3.7
|
)
|
||
Increase in cash and cash equivalents
|
4.5
|
|
|
26.4
|
|
||
Cash and cash equivalents at beginning of period
|
77.3
|
|
|
63.0
|
|
||
Cash and cash equivalents at end of period
|
$
|
81.8
|
|
|
$
|
89.4
|
|
1.
|
ACCOUNTING POLICIES
|
2.
|
ACQUISITIONS
|
3.
|
SPECIAL CHARGES
|
|
Employee severance and related benefits
|
|
Other related costs
|
|
Total
|
||||||
Special charges
|
$
|
23.9
|
|
|
$
|
0.6
|
|
|
$
|
24.5
|
|
Amounts utilized
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
Balance as of February 28, 2015
|
$
|
23.5
|
|
|
$
|
0.6
|
|
|
$
|
24.1
|
|
|
Employee severance and related benefits
|
|
Other related costs
|
|
Total
|
||||||
Balance as of November 30, 2014
|
$
|
9.3
|
|
|
$
|
0.7
|
|
|
$
|
10.0
|
|
Amounts utilized
|
(1.9
|
)
|
|
(0.4
|
)
|
|
(2.3
|
)
|
|||
Balance as of February 28, 2015
|
$
|
7.4
|
|
|
$
|
0.3
|
|
|
$
|
7.7
|
|
|
Employee severance and related benefits
|
|
Other related costs
|
|
Total
|
||||||
Special charges
|
$
|
3.5
|
|
|
$
|
0.4
|
|
|
$
|
3.9
|
|
Amounts utilized
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Balance as of February 28, 2015
|
$
|
3.0
|
|
|
$
|
0.4
|
|
|
$
|
3.4
|
|
4.
|
FINANCING ARRANGEMENTS AND FINANCIAL INSTRUMENTS
|
|
|
|
|||||||||||||||||
As of February 28, 2015
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Interest rate contracts
|
Other current
assets
|
|
$
|
100.0
|
|
|
$
|
4.9
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Other current
assets
|
|
92.3
|
|
|
8.4
|
|
|
Other accrued
liabilities
|
|
$
|
178.4
|
|
|
$
|
3.4
|
|
||
Total
|
|
|
|
|
$
|
13.3
|
|
|
|
|
|
|
$
|
3.4
|
|
||||
|
|
|
|||||||||||||||||
As of February 28, 2014
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Interest rate contracts
|
Other current
assets
|
|
$
|
100.0
|
|
|
$
|
9.7
|
|
|
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
Other current
assets
|
|
138.7
|
|
|
2.4
|
|
|
Other accrued
liabilities
|
|
$
|
64.9
|
|
|
$
|
1.9
|
|
||
Total
|
|
|
|
|
$
|
12.1
|
|
|
|
|
|
|
$
|
1.9
|
|
||||
|
|
|
|||||||||||||||||
As of November 30, 2014
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Interest rate contracts
|
Other current
assets
|
|
$
|
100.0
|
|
|
$
|
7.4
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Other current
assets
|
|
106.3
|
|
|
4.9
|
|
|
Other accrued
liabilities
|
|
$
|
156.4
|
|
|
$
|
1.4
|
|
||
Total
|
|
|
|
|
$
|
12.3
|
|
|
|
|
|
|
$
|
1.4
|
|
Cash Flow Hedges –
|
|
|
||||||||||||||||
For the 3 months ended February 28,
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative
|
|
Gain or (Loss)
recognized in OCI
|
|
Income
statement
location
|
|
Gain or (Loss)
reclassified from
AOCI
|
||||||||||||
|
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest
expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign exchange contracts
|
|
3.0
|
|
|
—
|
|
|
Cost of goods sold
|
|
1.1
|
|
|
(0.4
|
)
|
||||
Total
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
|
|
$
|
1.1
|
|
|
$
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
FAIR VALUE MEASUREMENTS
|
•
|
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
•
|
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
|
|
|
|
|
February 28, 2015
|
||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
81.8
|
|
|
$
|
81.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Insurance contracts
|
|
106.8
|
|
|
—
|
|
|
106.8
|
|
|
—
|
|
||||
Bonds and other long-term investments
|
|
7.8
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
||||
Interest rate derivatives
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
||||
Foreign currency derivatives
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
||||
Total
|
|
$
|
209.7
|
|
|
$
|
89.6
|
|
|
$
|
120.1
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivatives
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
|
|
|
February 28, 2014
|
||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
89.4
|
|
|
$
|
89.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Insurance contracts
|
|
92.3
|
|
|
—
|
|
|
92.3
|
|
|
—
|
|
||||
Bonds and other long-term investments
|
|
15.2
|
|
|
15.2
|
|
|
—
|
|
|
—
|
|
||||
Interest rate derivatives
|
|
9.7
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
||||
Foreign currency derivatives
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
||||
Total
|
|
$
|
209.0
|
|
|
$
|
104.6
|
|
|
$
|
104.4
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivatives
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
|
|
|
November 30, 2014
|
||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
77.3
|
|
|
$
|
77.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Insurance contracts
|
|
104.5
|
|
|
—
|
|
|
104.5
|
|
|
—
|
|
||||
Bonds and other long-term investments
|
|
8.5
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
||||
Interest rate derivatives
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
||||
Foreign currency derivatives
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
||||
Total
|
|
$
|
202.6
|
|
|
$
|
85.8
|
|
|
$
|
116.8
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivatives
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
6.
|
EMPLOYEE BENEFIT AND RETIREMENT PLANS
|
|
United States
|
|
International
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Defined benefit plans
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
5.9
|
|
|
$
|
5.0
|
|
|
$
|
2.1
|
|
|
$
|
2.0
|
|
Interest costs
|
7.9
|
|
|
7.8
|
|
|
3.1
|
|
|
3.4
|
|
||||
Expected return on plan assets
|
(10.0
|
)
|
|
(9.7
|
)
|
|
(4.4
|
)
|
|
(4.7
|
)
|
||||
Amortization of prior service costs
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Recognized net actuarial loss
|
4.2
|
|
|
2.9
|
|
|
1.5
|
|
|
1.2
|
|
||||
Total pension expense
|
$
|
8.0
|
|
|
$
|
6.0
|
|
|
$
|
2.4
|
|
|
$
|
2.0
|
|
|
|
|
Three months ended February 28,
|
||||||
|
|
2015
|
|
2014
|
||||
Other postretirement benefits
|
|
|
|
|
||||
Service cost
|
|
$
|
0.8
|
|
|
$
|
1.0
|
|
Interest costs
|
|
0.9
|
|
|
1.0
|
|
||
Total other postretirement expense
|
|
$
|
1.7
|
|
|
$
|
2.0
|
|
7.
|
STOCK-BASED COMPENSATION
|
|
Three months ended February 28,
|
||||||
|
2015
|
|
2014
|
||||
Stock-based compensation expense
|
$
|
3.7
|
|
|
$
|
2.6
|
|
|
|
2015
|
|
2014
|
||||||||||
(shares in millions)
|
Number
of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Number
of
Shares
|
|
Weighted-
Average
Exercise
Price
|
||||||
Outstanding at beginning of period
|
4.8
|
|
|
$
|
54.17
|
|
|
4.6
|
|
|
$
|
47.73
|
|
Exercised
|
(0.3
|
)
|
|
39.90
|
|
|
(0.3
|
)
|
|
32.19
|
|
||
Outstanding at end of the period
|
4.5
|
|
|
54.89
|
|
|
4.3
|
|
|
48.87
|
|
||
Exercisable at end of the period
|
2.7
|
|
|
$
|
47.10
|
|
|
2.4
|
|
|
$
|
40.98
|
|
|
2015
|
|
2014
|
||||||||||
(shares in thousands)
|
Number
of
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Number
of
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
||||||
Outstanding at beginning of period
|
239
|
|
|
$
|
67.60
|
|
|
161
|
|
|
$
|
60.86
|
|
Vested
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
38.28
|
|
||
Forfeited
|
(3
|
)
|
|
71.19
|
|
|
(1
|
)
|
|
65.23
|
|
||
Outstanding at end of period
|
236
|
|
|
$
|
67.55
|
|
|
158
|
|
|
$
|
61.10
|
|
|
2015
|
|
2014
|
||||||||||
(shares in thousands)
|
Number
of
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Number
of
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
||||||
Outstanding at beginning of period
|
231
|
|
|
$
|
61.94
|
|
|
334
|
|
|
$
|
51.73
|
|
Granted
|
96
|
|
|
74.02
|
|
|
105
|
|
|
69.04
|
|
||
Vested
|
(65
|
)
|
|
48.78
|
|
|
(118
|
)
|
|
44.47
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
44.47
|
|
||
Outstanding at end of period
|
262
|
|
|
$
|
69.64
|
|
|
319
|
|
|
$
|
60.15
|
|
8.
|
INCOME TAXES
|
9.
|
EARNINGS PER SHARE AND STOCK ISSUANCE
|
|
Three months ended February 28,
|
||||
|
2015
|
|
2014
|
||
Average shares outstanding – basic
|
128.2
|
|
|
131.1
|
|
Effect of dilutive securities:
|
|
|
|
||
Stock options/RSUs/LTPP
|
1.1
|
|
|
1.1
|
|
Average shares outstanding – diluted
|
129.3
|
|
|
132.2
|
|
|
Three months ended February 28,
|
||||
|
2015
|
|
2014
|
||
Anti-dilutive securities
|
0.4
|
|
|
0.9
|
|
|
Three months ended February 28,
|
||||
|
2015
|
|
2014
|
||
Shares issued under stock option, employee stock purchase plans and RSUs
|
0.3
|
|
|
0.3
|
|
Shares repurchased in connection with the stock repurchase program
|
0.9
|
|
|
0.9
|
|
10.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|||||||||||
|
February 28, 2015
|
|
February 28, 2014
|
|
November 30, 2014
|
||||||
Foreign currency translation adjustment
|
$
|
(105.1
|
)
|
|
$
|
170.0
|
|
|
$
|
32.1
|
|
Unrealized gain (loss) on foreign currency exchange contracts
|
3.7
|
|
|
(0.2
|
)
|
|
3.0
|
|
|||
Unamortized value of settled interest rate swaps
|
2.8
|
|
|
2.1
|
|
|
2.9
|
|
|||
Pension and other postretirement costs
|
(216.3
|
)
|
|
(165.3
|
)
|
|
(224.0
|
)
|
|||
Accumulated other comprehensive income (loss)
|
$
|
(314.9
|
)
|
|
$
|
6.6
|
|
|
$
|
(186.0
|
)
|
|
|
Three months ended February 28,
|
|
Affected Line Items in the Condensed Consolidated Income Statement
|
|||||||
Accumulated Other Comprehensive Income (Loss) Components
|
|
2015
|
|
2014
|
|
||||||
Gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
|
||||
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
Interest expense
|
|||
Foreign exchange contracts
|
|
$
|
1.1
|
|
|
$
|
(0.4
|
)
|
|
Cost of goods sold
|
|
Total before tax
|
|
1.1
|
|
|
(0.4
|
)
|
|
|
|
||
Tax effect
|
|
(0.3
|
)
|
|
0.1
|
|
|
Income taxes
|
|||
Net, after tax
|
|
$
|
0.8
|
|
|
$
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of pension and postretirement benefit adjustments:
|
|
|
|
|
|
|
|
||||
Amortization of prior service costs
(1)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
SG&A expense/ Cost of goods sold
|
|
Amortization of net actuarial losses
(1)
|
|
5.7
|
|
|
4.1
|
|
|
SG&A expense/ Cost of goods sold
|
|||
Total before tax
|
|
5.8
|
|
|
4.2
|
|
|
|
|
||
Tax effect
|
|
(2.0
|
)
|
|
(1.4
|
)
|
|
Income taxes
|
|||
Net, after tax
|
|
$
|
3.8
|
|
|
$
|
2.8
|
|
|
|
|
11.
|
BUSINESS SEGMENTS
|
|
Consumer
|
|
Industrial
|
|
Total
|
||||||
|
|
|
(in millions)
|
|
|
||||||
Three months ended February 28, 2015
|
|
|
|
|
|
||||||
Net sales
|
$
|
620.3
|
|
|
$
|
390.1
|
|
|
$
|
1,010.4
|
|
Operating income excluding special charges
|
91.5
|
|
|
30.6
|
|
|
122.1
|
|
|||
Income (loss) from unconsolidated operations
|
10.2
|
|
|
(0.3
|
)
|
|
9.9
|
|
|||
|
|
|
|
|
|
||||||
Three months ended February 28, 2014
|
|
|
|
|
|
||||||
Net sales
|
$
|
615.3
|
|
|
$
|
378.1
|
|
|
$
|
993.4
|
|
Operating income
|
94.3
|
|
|
30.3
|
|
|
124.6
|
|
|||
Income from unconsolidated operations
|
5.0
|
|
|
0.1
|
|
|
5.1
|
|
(millions)
|
Three months ended February 28, 2015
|
||
Operating income
|
$
|
93.7
|
|
Add: Special charges
|
28.4
|
|
|
Operating income excluding special charges
|
$
|
122.1
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three months ended February 28,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Net sales
|
$
|
1,010.4
|
|
|
$
|
993.4
|
|
Percent increase
|
1.7
|
%
|
|
6.3
|
%
|
||
Gross profit
|
$
|
389.7
|
|
|
$
|
391.5
|
|
Gross profit margin
|
38.6
|
%
|
|
39.4
|
%
|
|
Three months ended February 28,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Selling, general & administrative expense (SG&A)
|
$
|
267.6
|
|
|
$
|
266.9
|
|
Percent of net sales
|
26.5
|
%
|
|
26.9
|
%
|
|
Three months ended February 28,
|
||
(in millions)
|
2015
|
||
Special charges
|
$
|
28.4
|
|
|
Three months ended February 28,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Interest expense
|
$
|
12.9
|
|
|
$
|
12.4
|
|
Other expense (income), net
|
0.2
|
|
|
(0.2
|
)
|
|
Three months ended February 28,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Income from consolidated operations before income taxes
|
$
|
80.6
|
|
|
$
|
112.4
|
|
Income taxes
|
20.0
|
|
|
35.0
|
|
||
Effective tax rate
|
24.8
|
%
|
|
31.1
|
%
|
|
Three months ended February 28,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Income from unconsolidated operations
|
$
|
9.9
|
|
|
$
|
5.1
|
|
|
Three months ended February 28,
|
||
2014 Earnings per share – diluted
|
$
|
0.62
|
|
Impact of special charges
|
(0.15
|
)
|
|
Lower operating income
|
(0.01
|
)
|
|
Impact of lower effective tax rate
|
0.04
|
|
|
Higher unconsolidated income
|
0.04
|
|
|
Impact of lower shares outstanding
|
0.01
|
|
|
2015 Earnings per share – diluted
|
$
|
0.55
|
|
|
Three months ended February 28,
|
||||||
|
2015
|
|
2014
|
||||
(in millions)
|
|
|
|
||||
Net sales
|
$
|
620.3
|
|
|
$
|
615.3
|
|
Percent increase
|
0.8
|
%
|
|
8.0
|
%
|
||
Operating income, excluding special charges
|
91.5
|
|
|
94.3
|
|
||
Operating income margin, excluding special charges
|
14.8
|
%
|
|
15.3
|
%
|
|
Three months ended February 28,
|
||||||
|
2015
|
|
2014
|
||||
(in millions)
|
|
||||||
Net sales
|
$
|
390.1
|
|
|
$
|
378.1
|
|
Percent increase
|
3.2
|
%
|
|
3.7
|
%
|
||
Operating income, excluding special charges
|
30.6
|
|
|
30.3
|
|
||
Operating income margin, excluding special charges
|
7.8
|
%
|
|
8.0
|
%
|
|
February 28, 2015
|
|
February 28, 2014
|
|
November 30, 2014
|
||||||
Notional value
|
$
|
270.7
|
|
|
$
|
203.6
|
|
|
$
|
262.7
|
|
Unrealized gain
|
5.0
|
|
|
0.5
|
|
|
3.5
|
|
|
For the year ended November 30, 2014
|
|
For the three months ended February 28, 2015
|
|
Estimated for the year ending November 30, 2015
|
||||
Operating income
|
$
|
603.0
|
|
|
$
|
93.7
|
|
|
|
Impact of special charges
|
5.2
|
|
|
28.4
|
|
|
|
||
Adjusted operating income
|
$
|
608.2
|
|
|
$
|
122.1
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
|
$
|
70.5
|
|
|
|
||
Impact of special charges (net of taxes of $8.5)
|
|
|
19.9
|
|
|
|
|||
Adjusted net income
|
|
|
$
|
90.4
|
|
|
|
||
|
|
|
|
|
|
||||
Earnings per share - diluted
|
$
|
3.34
|
|
|
$
|
0.55
|
|
|
$3.28 to $3.35
|
Impact of special charges
|
0.03
|
|
|
0.15
|
|
|
0.16
|
||
Adjusted earnings per share - diluted
|
$
|
3.37
|
|
|
$
|
0.70
|
|
|
$3.44 to $3.51
|
|
Three Months Ended February 28, 2015
|
|||||
|
Percentage Change as Reported
|
Impact of Foreign Currency Exchange
|
Percentage Change on Constant Currency Basis
|
|||
Net sales:
|
|
|
|
|||
Consumer business:
|
|
|
|
|||
Americas
|
3.7
|
%
|
(1.1
|
)%
|
4.8
|
%
|
EMEA
|
(9.8
|
)%
|
(12.2
|
)%
|
2.4
|
%
|
Asia/Pacific
|
7.3
|
%
|
(2.4
|
)%
|
9.7
|
%
|
Total Consumer
|
0.8
|
%
|
(4.1
|
)%
|
4.9
|
%
|
Industrial business:
|
|
|
|
|
|
|
Americas
|
2.8
|
%
|
(1.9
|
)%
|
4.7
|
%
|
EMEA
|
0.5
|
%
|
(8.1
|
)%
|
8.6
|
%
|
Asia/Pacific
|
10.0
|
%
|
(4.8
|
)%
|
14.8
|
%
|
Total Industrial
|
3.2
|
%
|
(3.6
|
)%
|
6.8
|
%
|
Total net sales
|
1.7
|
%
|
(3.9
|
)%
|
5.6
|
%
|
|
|
|
|
|||
Adjusted operating income:
|
|
|
|
|||
Consumer business
|
(3.0
|
)%
|
(2.7
|
)%
|
(0.3
|
)%
|
Industrial business
|
1.0
|
%
|
(3.7
|
)%
|
4.7
|
%
|
Total adjusted operating income
|
(2.0
|
)%
|
(3.0
|
)%
|
1.0
|
%
|
|
Projection for Year Ending November 30, 2015
|
||
Percentage change in adjusted earnings per share
|
2% to 4%
|
|
|
Impact of foreign currency exchange rate
|
(4
|
)%
|
|
Percentage change in adjusted earnings per share in constant currency
|
6% to 8%
|
|
|
|
February 28, 2015
|
February 28, 2014
|
November 30, 2014
|
||||||
Net income
|
$
|
425.9
|
|
$
|
395.5
|
|
$
|
437.9
|
|
Special charges and the loss on voluntary pension settlement
|
33.6
|
|
40.3
|
|
5.2
|
|
|||
Depreciation and amortization
|
100.8
|
|
106.6
|
|
102.7
|
|
|||
Interest expense
|
50.2
|
|
51.8
|
|
49.7
|
|
|||
Income tax expense
|
130.9
|
|
140.5
|
|
145.9
|
|
|||
Adjusted EBITDA
|
$
|
741.4
|
|
$
|
734.7
|
|
$
|
741.4
|
|
|
|
|
|
||||||
Total debt
|
$
|
1,323.0
|
|
$
|
1,298.6
|
|
$
|
1,284.9
|
|
|
|
|
|
||||||
Total debt/Adjusted EBITDA
|
1.78
|
|
1.77
|
|
1.73
|
|
|
Three months ended February 28,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Net cash provided by operating activities
|
$
|
95.9
|
|
|
$
|
76.7
|
|
Net cash used in investing activities
|
(15.5
|
)
|
|
(18.0
|
)
|
||
Net cash used in financing activities
|
(64.2
|
)
|
|
(28.6
|
)
|
|
2015
|
|
2014
|
||||
Number of shares of common stock repurchased
|
0.9
|
|
|
0.9
|
|
||
Dollar amount
|
$
|
64.9
|
|
|
$
|
56.9
|
|
|
February 28, 2015
|
|
February 28, 2014
|
|
November 30, 2014
|
|||
Total debt/Adjusted EBITDA
|
1.78
|
|
|
1.77
|
|
|
1.73
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1.A
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||
Period
|
Total Number of
Shares Purchased
|
|
Average Price Paid per share
|
|
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
|
|
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
|
|||
December 1, 2014 to December 31, 2014
|
CS – 0
|
|
$
|
—
|
|
|
—
|
|
|
$99 million
|
|
CSNV – 218,900
|
|
$
|
73.26
|
|
|
218,900
|
|
|
|
January 1, 2015 to January 31, 2015
|
CS – 0
|
|
$
|
—
|
|
|
—
|
|
|
$84 million
|
|
CSNV – 203,538
|
|
$
|
74.06
|
|
|
203,538
|
|
|
|
February 1, 2015 to February 28, 2015
|
CS – 0
|
|
$
|
—
|
|
|
—
|
|
|
$51 million
|
|
CSNV – 456,500
|
|
$
|
74.00
|
|
|
456,500
|
|
|
|
Total
|
CS – 0
|
|
$
|
—
|
|
|
—
|
|
|
$51 million
|
|
CSNV – 878,938
|
|
$
|
73.83
|
|
|
878,938
|
|
|
•
|
a lump sum cash payment equal to 100% of the sum of the employee’s annual base salary plus target annual incentive bonus (or 150% in the case of the Chief Executive Officer);
|
•
|
pro-rata payment of the employee’s target annual incentive bonus for the year in which the termination occurs;
|
•
|
accelerated vesting of all outstanding stock options and stock appreciation rights that would have vested during the 12-month period (or the 18-month period for the Chief Executive Officer) following the termination, and, potentially, an extended exercise period for these awards;
|
•
|
pro-rata vesting of all other equity compensation rights held by the employee;
|
•
|
pro-rata payment of any outstanding awards under the Company’s Long-Term Performance Plan based on actual performance through the end of the performance period; and
|
•
|
outplacement services for six months.
|
•
|
a lump sum cash payment equal to 200% of the sum of the employee’s annual base salary plus target annual incentive bonus (or 250% in the case of the Chief Executive Officer);
|
•
|
pro-rata payment of the employee’s target annual incentive bonus for the year in which the termination occurs;
|
•
|
accelerated vesting of all outstanding equity awards, including stock options and stock appreciation rights that are in-the-money at the time of the termination, and, potentially, an extended exercise period for these awards;
|
•
|
full payment at target of any outstanding awards under the Company’s Long-Term Performance Plan; and
|
•
|
outplacement services for six months.
|
ITEM 6.
|
EXHIBITS
|
(4)
|
Instruments defining the rights of security holders, including indentures
|
(i)
|
See Exhibit 3 (Restatement of Charter and By-Laws)
|
(ii)
|
Summary of Certain Exchange Rights, incorporated by reference from Exhibit 4.1 of McCormick’s Form 10-Q for the quarter ended August 31, 2001, File No. 0-748, as filed with the Securities and Exchange Commission on October 12, 2001.
|
(iii)
|
Indenture dated December 5, 2000 between McCormick and SunTrust Bank, incorporated by reference from Exhibit 4(iii) of McCormick’s Form 10-Q for the quarter ended August 31, 2003, File No. 1-14920, as filed with the Securities and Exchange Commission on October 14, 2003.
|
(iv)
|
Indenture dated December 7, 2007 between McCormick and The Bank of New York, incorporated by reference from Exhibit 4.1 of McCormick’s Form 8-K dated December 4, 2007, File No. 0-748, as filed with the Securities and Exchange Commission on December 10, 2007.
|
(v)
|
Indenture dated July 8, 2011 between McCormick and U.S. Bank National Association, incorporated by reference from Exhibit 4.1 of McCormick’s Form 8-K dated July 5, 2011, File No. 1-14920, as filed with the Securities and Exchange Commission on July 8, 2011.
|
(vi)
|
Form of 5.20% Notes due 2015, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated December 1, 2005, File No. 0-748, as filed with the Securities and Exchange Commission on December 6, 2005.
|
(vii)
|
Form of 5.75% Notes due 2017, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated December 4, 2007, File No. 0-748, as filed with the Securities and Exchange Commission on December 10, 2007.
|
(viii)
|
Form of 3.90% Notes due 2021, incorporated by reference from Exhibit 4.2 of McCormick’s Form 8-K dated July 5, 2011, File No. 1-14920, as filed with the Securities and Exchange Commission on July 8, 2011.
|
(ix)
|
Form of 3.50% Notes due 2023, incorporated by reference from Exhibit 4.2 of McCormick's Form 8-K dated August 14, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on August 19, 2013.
|
(10)
|
Material Contracts
|
(i)
|
McCormick’s supplemental pension plan for certain senior and executive officers, amended and restated with an effective date of January 1, 2005, adopted by the Compensation Committee of the Board of Directors on November 28, 2008, which agreement is incorporated by reference from Exhibit 10(i) of McCormick’s 10-K for the fiscal year ended November 30, 2014, File No. 1-14920, as filed with the Securities and Exchange Commission on January 29, 2015.*
|
(ii)
|
The 2001 Stock Option Plan, in which officers and certain other management employees participate, is set forth on pages 33 through 36 of McCormick’s definitive Proxy Statement dated February 15, 2001, File No. 1-14920, as filed with the Securities and Exchange Commission on February 14, 2001, and incorporated by reference herein.*
|
(iii)
|
2004 Long-Term Incentive Plan, in which officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference herein.*
|
(iv)
|
2004 Directors’ Non-Qualified Stock Option Plan, provided to members of McCormick’s Board of Directors who are not also employees of McCormick, is set forth in Exhibit B of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference herein.*
|
(v)
|
Directors’ Share Ownership Program, provided to members of McCormick’s Board of Directors who are not also employees of McCormick, is set forth on page 28 of McCormick’s definitive Proxy Statement dated February 17, 2004, File No. 1-14920, as filed with the Securities and Exchange Commission on February 17, 2004, and incorporated by reference herein.*
|
(vi)
|
Deferred Compensation Plan, as restated on January 1, 2000, and amended on August 29, 2000, September 5, 2000 and May 16, 2003, in which directors, officers and certain other management employees participate, a copy of which Plan document and amendments was attached
|
(vii)
|
2005 Deferred Compensation Plan, amended and restated with an effective date of January 1, 2005, in which directors, officers and certain other management employees participate, which agreement is incorporated by reference from Exhibit 4.1 of McCormick’s Form S-8, Registration No. 333-155775, as filed with the Securities and Exchange Commission on November 28, 2008.*
|
(viii)
|
The 2007 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is set forth in Exhibit A of McCormick’s definitive Proxy Statement dated February 20, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on February 20, 2008, and incorporated by reference herein, as amended by Amendment No. 1 thereto, which Amendment is incorporated by reference from Exhibit 10(xi) of McCormick’s 10-K for the fiscal year ended November 30, 2008, File No. 1-14920, as filed with the Securities and Exchange Commission on January 28, 2009.*
|
(ix)
|
The 2013 Omnibus Incentive Plan, in which directors, officers and certain other management employees participate, is incorporated by reference from Exhibit 4.1 of McCormick's Form S-8, Registration No. 333-187703, as filed with the Securities and Exchange Commission on April 3, 2013.*
|
(x)
|
Amendment No. 1 to the 2013 Omnibus Incentive Plan * Filed herewith
|
(xi)
|
Form of Long-Term Performance Plan Agreement (formerly known as the Mid-Term Incentive Plan), incorporated by reference from Exhibit 10(x) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.
|
(xii)
|
Form of Restricted Stock Units Agreement, incorporated by reference from Exhibit 10(xi) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.
|
(xiii)
|
Form of Restricted Stock Units Agreement for Directors, incorporated by reference from Exhibit 10(xii) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.
|
(xiv)
|
Form of Non-Qualified Stock Option Agreement, incorporated by reference from Exhibit 10(xiii) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.
|
(xv)
|
Form of Non-Qualified Stock Option Agreement, as amended Filed herewith
|
(xvi)
|
Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference from Exhibit 10(xiv) of McCormick's Form 10-Q for the quarter ended May 31, 2013, File No. 1-14920, as filed with the Securities and Exchange Commission on June 28, 2013.
|
(xvii)
|
Form of Indemnification Agreement, incorporated by reference from Exhibit 10(xv) of McCormick's Form 10-Q for the quarter ended February 28, 2014, File No. 1-14920, as filed with the Securities and Exchange Commission on March 26, 2014.
|
(xviii)
|
Employment Agreement between McCormick (UK) Limited and Malcolm Swift, incorporated by reference from Exhibit 10.1 of McCormick's Form 8-K, File No. 1-14920, as filed with the Securities and Exchange Commission on January 29, 2015.*
|
(xix)
|
Severance Plan for Executives* Filed herewith
|
*
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
|
McCORMICK & COMPANY, INCORPORATED
|
||
|
|
|
|
March 31, 2015
|
By:
|
|
/s/ Gordon M. Stetz, Jr.
|
|
Gordon M. Stetz, Jr.
|
||
|
Executive Vice President & Chief Financial Officer
|
||
|
|
|
|
March 31, 2015
|
By:
|
|
/s/ Christina M. McMullen
|
|
Christina M. McMullen
|
||
|
Vice President & Controller
|
SECTION 1. INTRODUCTION
|
||
1.1
|
Purpose
|
|
1.2
|
Effective Date
|
|
|
|
|
SECTION 2. DEFINITIONS AND CONSTRUCTION
|
||
2.1
|
Definitions
|
|
2.2
|
Construction
|
|
|
|
|
SECTION 3. PARTICIPATION
|
||
3.1
|
Commencing Participation.
|
|
3.2
|
Duration of Participation.
|
|
|
|
|
SECTION 4. SEVERANCE BENEFITS
|
||
4.1
|
In General
|
|
4.2
|
Severance Pay.
|
|
4.3
|
Outplacement Service
|
|
4.4
|
Medical, Dental, and Vision Benefits.
|
|
4.5
|
Equity.
|
|
4.6
|
Annual Incentive Bonus.
|
|
4.7
|
LTPP (Former MTIP) Award.
|
|
4.8
|
Executive Compensation Plans.
|
|
4.9
|
Application of Section 4999.
|
|
|
|
|
SECTION 5. COVENANTS
|
||
5.1
|
In General.
|
|
5.2
|
Confidentiality.
|
|
5.3
|
Non-Competition and Non-Solicitation.
|
|
5.4
|
Nondisparagement.
|
|
5.5
|
Cooperation.
|
|
5.6
|
Company Property.
|
|
5.7
|
Forfeiture and Recoupment.
|
|
|
|
|
SECTION 6. RELEASE
|
||
6.1
|
In General.
|
|
|
|
|
SECTION 7. NATURE OF PARTICIPANT'S INTEREST IN THE PLAN
|
||
7.1
|
Status of Plan.
|
|
7.2
|
No Right to Assets.
|
|
7.3
|
Nonassignability.
|
|
7.4
|
No Rights Upon Death or Disability.
|
|
7.5
|
Not a Contract of Employment.
|
|
7.6
|
Withholding and Tax Liabilities.
|
|
|
|
|
|
|
|
SECTION 8. ADMINISTRATION OF THE PLAN
|
||
8.1
|
Plan Administrator.
|
|
8.2
|
Powers of the Administrator.
|
|
8.3
|
Binding Effect of Decisions.
|
|
8.4
|
Agents.
|
|
8.5
|
Indemnity of the Committee.
|
|
8.6
|
Employer Information.
|
|
8.7
|
Payment on Behalf of Person Unable to Manage Affairs.
|
|
8.8
|
Amendment, Suspension, and Termination.
|
|
8.9
|
Headings.
|
|
8.10
|
Severability.
|
|
8.11
|
Successors.
|
|
8.12
|
Section 409A.
|
|
8.13
|
Governing Law and Venue.
|
|
8.14
|
Forum Selection.
|
|
8.15
|
Notices, Signature, Delivery.
|
|
8.16
|
Complete Statement of Plan.
|
|
|
|
|
SECTION 9. CLAIMS AND APPEALS
|
||
9.1
|
In General.
|
|
9.2
|
Time Limit on Commencing Litigation.
|
|
9.3
|
Interpretation.
|
|
|
|
|
EXHIBIT A. GENERAL RELEASE
|
(a)
|
“Administrative Committee” means (1) the Compensation Committee of the Board of Directors; or (2) any other committee or officer designated as Plan Administrator by the Compensation Committee of the Board of Directors.
However, at or following a Change in Control, “Administrative Committee” means a committee of three individuals selected by the Compensation Committee, as such committee was constituted immediately before the Change in Control. If any such individual’s employment or service with the Company terminates for any reason (other than death), such individual shall appoint a replacement in consultation with the remaining members of the committee; if any such individual’s employment or service with the Company terminates due to the individual’s death, the remaining members of the committee shall appoint a replacement. |
(b)
|
“Annual Incentive Bonus” means the annual incentive bonus the Participant would have received under the Omnibus Incentive Plan for the fiscal year in which he has a Termination had: (1) all Company performance objectives been achieved for the entire fiscal year at target levels; (2) the Participant otherwise satisfied all conditions for payment at target amount; and (3) the Company not exercised any negative discretion with respect to the amount of any payment under the Omnibus Incentive Plan to reduce the payment below the target amount.
|
(c)
|
“Applicable Percentage” and “Applicable CIC Percentage” are the percentages specified in the following table:
|
|
Chief Executive Officer
|
All Other Participants
|
Applicable Percentage
|
150%
|
100%
|
Applicable CIC Percentage
|
250%
|
200%
|
(d)
|
“Base Pay” means the Participant’s annual base salary at the rate in effect immediately before the Participant’s Termination.
|
(e)
|
“Board of Directors” means the Board of Directors of the Company.
|
(f)
|
“Cause”
means, as determined by the Administrative Committee, (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of, or plea of nolo contendre to, a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of any employment, consulting, or other service, confidentiality, intellectual property, nonsolicitation or non-competition agreements, if any, between the Participant and a McCormick Entity; provided that, if a Participant has an individual agreement with a McCormick Entity that includes a definition of “cause,” the definition of cause in such agreement (rather than the definition in this Section 2.1(f)) shall apply with respect to such Participant’s rights under the Plan.
|
(g)
|
“Change in Control” means the occurrence of one or more of the following events:
|
(1)
|
the consolidation or merger of the Company with or into another entity where the Company is not the continuing or surviving corporation, or pursuant to which shares of the Company’s capital stock are converted into cash, securities or other property, except for any consolidation or merger of the Company in which the holders (excluding any “Substantial Stockholders” as defined in Section 4, “Common Stock,” subsection (b)(2)(H) of the Certificate of Incorporation of the Company as in effect as of the date hereof (the “Charter”)) of the Company’s (A) voting common stock, (B) non-voting common stock, and (C) other classes of voting stock, if any, immediately before the consolidation or merger shall, upon consummation of the consolidation or merger, own in excess of 50% of the voting stock of the surviving corporation;
|
(2)
|
any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company;
|
(3)
|
any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended) becoming the beneficial owner (as defined in Section 4, “Common Stock,” subsection (b)(2)(C) of the Charter), directly or indirectly, of securities of the Company representing more than 13% (the “Specified Percentage”) of the voting power of all the outstanding securities of the Company having the right to vote in an election of the Board of Directors (after giving effect, to the extent applicable, to the operation of Section 4, “Common Stock,” subsection (b) of the Charter) (including any securities of the Company that any such person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, which shall be deemed beneficially owned by such person), provided, however, that in the event that the vote limitation with respect to Substantial Stockholders set forth in Section 4, “Common Stock,” subsection (b) of the Charter becomes inoperative by virtue of the operation of Section 4, “Common Stock,” subsection (b)(12) of the Charter, or otherwise, the “Specified Percentage” shall be increased, without requirement for further action, to 35%; or
|
(4)
|
individuals, who constitute the entire Board of Directors elected by the Company’s stockholders at its most recent annual meeting of stockholders and any new directors who have been appointed to the Board of Directors by a vote of at least a majority of the directors then in office, having ceased for any reason to constitute a majority of the members of the Board of Directors.
|
(h)
|
“Change in Control Termination” means, during the period that begins six months before a Change in Control and ends two-years after a Change in Control, the involuntary termination of a Participant’s employment with the Company by the Employer (other than for Cause or due to death or Disability) or the voluntary termination of a Participant’s employment with the Company for Good Reason; provided, however, that any Participant who terminates employment with the Employer voluntarily without Good Reason (or is terminated involuntarily for Cause or due to death or Disability) before the effective date of the Participant’s termination established by the Employer has not had a Change in Control Termination.
|
(i)
|
“Code” means the Internal Revenue Code of 1986, as amended.
|
(j)
|
“Company” means McCormick & Company, Incorporated, and any successors or assigns.
|
(k)
|
“Disability” means (1) for Participants who also participate in the Company’s long-term disability plan, “Totally and Permanently Disabled” within the meaning of the Company’s long-term disability plan; and (2) for all other Participants, disability within the meaning of the United States federal Social Security Act.
|
(l)
|
“Effective Date” means March 25, 2015.
|
(m)
|
“Eligible Employee” means an “executive officer” of the Company as defined in the rules promulgated under the Securities Exchange Act of 1934, as amended, who is designated by the Compensation Committee as eligible to participate in the Plan.
|
(n)
|
“Employer” means the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Compensation Committee to participate in the Plan.
|
(o)
|
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
|
(p)
|
“Executive Compensation Plans” means the McCormick & Company, Incorporated 2005 Deferred Compensation Plan, the McCormick Supplemental Executive Retirement Plan, the McCormick & Company, Incorporated Restoration Plan, the McCormick & Company, Incorporated Defined Contribution Supplemental Executive Retirement Plan, and any such other similar plans, as may be amended or adopted from time to time.
|
(q)
|
“Good Reason” means a Participant’s Separation from Service as a result of the occurrence of any of the events listed below; provided that, (A) the Participant gives the Employer the opportunity to “cure” the conditions constituting Good Reason by notifying the Employer within ninety (90) days of the initial existence
|
(1)
|
Re-assignment of the Participant to a position which is at a substantially lower level in the organizational structure than his previous position, as defined by any one or a combination of the following factors: reporting relationship, compensation compared to others in the organization, and authority, duties and responsibilities;
|
(2)
|
Substantial diminution in the Participant’s authority, duties or responsibilities, or the assignment of duties and responsibilities which are unsuitable for an individual having the position, experience and stature of the Participant;
|
(3)
|
Substantial reduction in the Participant’s total compensation (including salary, bonus opportunity, deferred compensation, stock options, profit sharing and retirement programs and other benefits); provided, however, that, before a Change in Control, a reduction that applies generally to all employees of the Employer, for example, a reduction or elimination of the employer matching contribution or profit sharing contribution under The McCormick 401(k) Retirement Plan, shall not be Good Reason;
|
(4)
|
Relocation of the Participant’s principal workplace to a location which is more than 50 miles from the Participant’s previous principal workplace; or
|
(5)
|
Any failure by the Employer to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to assume expressly and agree to perform under the Plan in the same manner and to the same extent that the Employer would be required to perform thereunder with respect to the Participant if the transaction or event resulting in a successor had not taken place.
|
(r)
|
“LTPP Award” means the Long Term Performance Program (formerly the Mid-Term Incentive Plan) award the Participant would have received under the Omnibus Incentive Plan for the fiscal year in which he has a Termination had: (1) the Participant otherwise satisfied all conditions for payment; and (2) the Company not exercised any negative discretion with respect to the amount of any payment under the Omnibus Incentive Plan.
|
(s)
|
“McCormick Entity” means the Company and any subsidiary or affiliate thereof.
|
(t)
|
“Omnibus Incentive Plan” shall mean the 2007 Omnibus Incentive Plan, the 2013 Omnibus Incentive Plan, or any successor plan that may be adopted from time to time, as applicable.
|
(u)
|
“Participant” means an Eligible Employee who is eligible to participate in the Plan under Section 3.
|
(v)
|
“Plan” means the McCormick & Company, Incorporated Severance Plan for Executive Officers, as set forth in this document and as amended from time to time.
|
(w)
|
“Qualifying Termination” means the involuntary termination of a Participant’s employment with the Company by the Employer (other than for Cause, or due to death or Disability, or, before a Change in Control, for performance reasons) or the voluntary termination of a Participant’s employment with the Company for Good Reason, and that is not a Change in Control Termination. A Participant who has been notified by the Employer of his termination of employment with the Company does not have a Qualifying Termination until the effective date of such termination as established by the Employer. Any Participant who terminates employment with the Employer voluntarily without Good Reason (or is terminated involuntarily for Cause, or due to death or Disability, or, before a Change in Control, for performance reasons) before the effective date of the Participant’s termination established by the Employer has not had a Qualifying Termination. The termination of employment at the end of a leave of absence or period of short- or long-term disability as a result of a Participant’s inability or failure to return to his prior position in accordance with applicable law is not an involuntary termination of employment, except to the extent required by law.
|
(x)
|
“Section” means a section of this Plan and any subsections of that section.
|
(y)
|
“Section 409A” means section 409A of the Code.
|
(z)
|
“Separation from Service” means termination of a Participant’s employment relationship with the Employer that constitutes a “separation from service” within the meaning of Section 409A of the Code.
|
(aa)
|
“Severance Pay” has the meaning provided in Section 4.2.
|
(bb)
|
“Termination” means a Qualifying Termination or a Change in Control Termination.
|
(cc)
|
“WARN Act” means the federal Worker Adjustment and Retraining Notification Act and any similar state or local law.
|
(a)
|
the use of the masculine gender shall also include within its meaning the feminine and vice versa,
|
(b)
|
the use of the singular shall also include within its meaning the plural and vice versa,
|
(c)
|
the word “include” shall mean to include without limitation, and
|
(d)
|
the captions of the articles, sections, or paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of its provisions.
|
(a)
|
For Participants Who Have a Termination
. An individual who becomes a Participant and has a Termination remains a Participant until the earliest of (1) the date on which the Participant receives his final benefit under the Plan, (2) the deadline for executing the release referenced in Section 6.1, if the Participant does not execute the release by such deadline, or (3) the date on which the Participant revokes the release referenced in Section 6.1.
|
(b)
|
For Participants Who Have Not Had a Termination
. An individual who becomes a Participant and has not yet had a Termination, remains a Participant until the earliest to occur of (1) the date on which the Participant ceases to be an Eligible Employee (including as a result of a transfer to a non-participating affiliate), (2) the date as of which he terminates employment other than by a Termination, or (3) the date as of which the Plan is terminated or otherwise amended in any way to exclude the individual’s participation under the Plan.
|
(a)
|
Amount
. Subject to any reduction required by Section 4.2(b) (“Offset of Severance Pay”) and/or Section 4.9 (“Application of Section 4999”), a Participant who satisfies the conditions in Section 4.1 is entitled to receive Severance Pay in the following amount:
|
(1)
|
For a Qualifying Termination, the Applicable Percentage multiplied by the sum of the Participant’s Annual Incentive Bonus and Base Pay.
|
(2)
|
For a Change in Control Termination, the Applicable CIC Percentage multiplied by the sum of the Participant’s Annual Incentive Bonus and Base Pay.
|
(b)
|
Offset of Severance Pay
. The Severance Pay payable to a Participant under the Plan will be reduced by any cash payments (including salary or wage payments) that the Participant receives or is entitled to receive from any McCormick Entity pursuant to (1) the WARN Act, (2) any other severance plan, program, policy, or arrangement of any McCormick Entity, (3) any employment, severance or separation agreement with any McCormick Entity, including any payment during or in lieu of a notice period prior to termination of employment, and (4) any payments otherwise required by applicable law.
|
(c)
|
Time and Form of Payment
. A Participant’s Severance Pay is to be paid to the Participant in the form of a lump sum within sixty (60) days following the Participant’s Termination. If a Participant who has a Qualifying Termination receives his Severance Pay, and his Qualifying Termination subsequently becomes a Change in Control Termination, the difference between the Severance Pay received and the Severance Pay owed for a Change in Control Termination will be paid in the form of a lump sum to the Participant within ten (10) business days following the Change in Control.
|
(a)
|
Qualifying Termination
. If a Participant has a Qualifying Termination:
|
(1)
|
all outstanding stock options and stock appreciation rights (the “Option Rights”) held by the Participant immediately before such Qualifying Termination that would have vested, in accordance with the terms of the applicable award agreement, during the 12-month (18-month for CEO) period following such Qualifying Termination, will, to the extent not previously vested, immediately vest as of the Qualifying Termination; and
|
(2)
|
all other equity-based compensation rights, including performance shares, performance units, restricted stock units, and restricted stock, (the “Equity Compensation Rights”) outstanding and held by the Participant immediately before such Qualifying Termination will vest on a pro rata basis, which will be determined by multiplying the number of unvested Equity Compensation Rights that would have vested on each vesting date by a fraction, the numerator of which is the number of whole months that have passed from the date of the grant of the Equity Compensation Rights to the date of the Qualifying Termination (plus 1 if the Participant completed at least one day of any additional month) and the denominator of which is the number of whole months from the date of the grant of the Equity Compensation Rights to the date the Equity Compensation Rights would have vested under the award agreement.
|
(b)
|
Change in Control Termination
. If a Participant has a Change in Control Termination:
|
(1)
|
all “in-the-money” Option Rights and all other Equity Compensation Rights held by the Participant immediately before such Change in Control Termination (other than Option Rights and Equity Compensation Rights granted after the Change in Control) will, to the extent outstanding at the time of the Change in Control Termination, immediately become 100% vested; and
|
(2)
|
any Option Rights held by the Participant immediately before such Change in Control Termination that are not in-the-money will be canceled immediately.
|
(c)
|
Time and Form of Payment
.
|
(1)
|
If a Qualifying Termination occurs, the Participant’s right to exercise any previously unexercised options will not terminate until the earlier of the date that is five (5) years after the date such option becomes vested or the date such option expires under the applicable award agreement (as if the Participant had not terminated employment); and any Equity Compensation Rights will be settled or paid immediately; provided that the restricted stock units of a retirement eligible Participant will be delivered in accordance with the schedule set forth in the applicable award agreement.
|
(2)
|
If a Change in Control Termination occurs, all Equity Compensation Rights shall be settled or paid immediately; and the Participant’s right to exercise any previously unexercised options will not terminate until the earlier of the date that is five (5) years after the Change in Control or the date such option expires under the applicable award agreement.
|
(a)
|
Qualifying Termination
. The LTPP Award for a Participant who has a Qualifying Termination is the LTPP Award he would have received for any performance cycle that is still open at the time of the Qualifying Termination, based on actual performance through the end of the performance cycle, multiplied by a fraction, the numerator of which is the number of whole months in the performance cycle completed by the Participant as of the date of the Qualifying Termination (plus 1 if the Participant completed at least one day of any additional month) and the denominator of which is the number of years in the performance cycle multiplied by twelve (12).
|
(b)
|
Change in Control Termination
. The LTPP Award for a Participant who has a Change in Control Termination is the LTPP Award he would have received, had all performance objectives been achieved at target, for any performance cycle that is still open at the time of the Change in Control Termination.
|
(c)
|
Time and Form of Payment
.
|
(1)
|
If a Qualifying Termination occurs, the Participant’s LTPP Award is payable at the end of the performance cycle at the time such awards are paid to active employees; payment will not be accelerated. The stock portion of the award will be paid in shares and the cash portion of the award will be paid in a lump sum. If a Participant who has a Qualifying Termination receives his LTPP Award, and his Qualifying Termination subsequently becomes a Change in Control Termination, the difference between the LTPP Award received and the LTPP Award owed for a Change in Control Termination will be paid in the form of a lump sum to the Participant within ten (10) business days following the Change in Control.
|
(2)
|
If a Change in Control Termination occurs, the Participant’s LTPP Award shall be settled or paid immediately. The stock portion of the award will be settled in cash based on the fair market value of the stock immediately prior to the Change of Control and the cash portion of the award will be paid in a lump sum.
|
(a)
|
Subject to subsections (b), (c), and (d), below, the Board of Directors, or a committee designated by the Board of Directors, may, at any time, amend, suspend or terminate the Plan in whole or in part at any time with respect to any or all Employers.
|
(b)
|
No amendment, suspension or termination of the Plan may reduce any benefit payable to a Participant who has already experienced a Termination without his express written consent.
|
(c)
|
Any resolution to amend or terminate the Plan that is adopted or becomes effective during the period beginning six (6) months before a Change in Control and ending two (2) years after a Change in Control may not adversely affect in a material way an individual who was a Participant as of immediately before the Change in Control, without such individual’s express written consent.
|
(d)
|
Notwithstanding the foregoing, either the Board of Directors or the Administrative Committee may amend the Plan at any time to the extent necessary to avoid adverse consequences under any applicable law. Any such
|
(a)
|
The Plan will be interpreted to ensure that the payments contemplated hereby to be made by the Company to a Participant are exempt from or comply with Section 409A; provided, however, that nothing in this Plan will be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from any Participant to any McCormick Entity or any other individual or entity.
|
(b)
|
Any payment under the Plan that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each such payment will be considered to be a separate payment for purposes of Section 409A.
|
(c)
|
If, upon separation from service, a Participant is a “specified employee” within the meaning of Section 409A, any payment to such Participant that is subject to Section 409A and would otherwise be paid within six months after the Participant’s separation from service will instead be paid in the seventh month following the Participant’s separation from service (to the extent required by Section 409A(a)(2)(B)(i)).
|
(d)
|
Any taxable reimbursement due under the terms of this Plan will be paid no later than December 31st of the year after the year in which the expense is incurred and will comply with Treas. Reg. § 1.409A-3(i)(1)(iv).
|
(e)
|
If the period during which a Participant who has a Termination has discretion to execute or revoke a release straddles two calendar years, the Company will make the payments that are conditioned upon the release no earlier than January 1st of
|
(a)
|
To the fullest extent permitted by law, any lawsuit brought in whole or in part under section 502 of ERISA (or any successor provision) and relating to the Plan, the lawfulness of any Plan provision or the administration of the Plan must be filed in one of the following courts:
|
(1)
|
the United States District Court for the District of Maryland or for the district in which the Company is headquartered;
|
(2)
|
in the case of an action brought by an individual plaintiff, the United States District Court for the district in which such plaintiff resides; or
|
(3)
|
in the case of an action brought by more than one plaintiff, the United States District Court for the district in which the largest number of plaintiffs (or in the case of a putative class action, the largest number of putative class members) resides or is reasonably believed to reside.
|
(b)
|
If any action within the scope of subsection (a) is filed in a jurisdiction other than one of those described in subsection (a), or if any non-class action filed in such a jurisdiction is subsequently amended or altered to add additional plaintiffs or to add class action allegations, then the Plan, any plaintiffs, and all alleged Plan participants must take all necessary steps to have the action removed to, transferred to, or re-filed in a jurisdiction described in subsection (a). Such steps may include, but are not limited to (1) a joint motion to transfer the action or (2) a joint motion to dismiss the action without prejudice to its re-filing in a jurisdiction described in subsection (a), with any applicable time limits or statutes of limitations applied as if the suit or class action allegation had originally been filed or asserted in a jurisdiction described in subsection (a) at the same time that it was filed or asserted in a jurisdiction not described therein.
|
(c)
|
This forum selection provision is waived if no party invokes it within 120 days of the filing of a putative class action, the addition of plaintiffs or the assertion of class action allegations.
|
(d)
|
This Section 8.14 does not relieve the Plan or any putative class member of any obligation existing under the Plan or by law to exhaust administrative remedies
|
(a)
|
If a claimant wishes to file a lawsuit against the Plan (1) to recover benefits believed due under the terms of the Plan or any law, (2) to clarify the claimant’s right to future benefits under the Plan, (3) to enforce the claimant’s rights under the Plan, or (4) to seek a remedy, ruling or judgment of any kind against the Plan that relates to the Plan, the claimant must file the suit within the Applicable Limitations Period or the suit will be time-barred.
|
(b)
|
The “Applicable Limitations Period” is the period ending two years after:
|
(1)
|
In the case of a claim to recover benefits allegedly due under the Plan or to clarify rights to future benefits from the Plan, the earliest of (A) the date the first benefit payment was actually made; (B) the date the first benefit payment was allegedly due; or (C) the date the Company, the Plan, or the Administrative Committee first repudiated the alleged obligation to provide such benefits.
|
(2)
|
In the case of a claim or action to enforce an alleged right under the Plan (other than a claim for plan benefits), the date the Plan first denied the claimant’s request to exercise such right; or
|
(3)
|
In the case of any other claim or action, the earliest date on which the claimant knew or should have known of the material facts on which such claim or action is based, regardless of whether the claimant was aware of the legal theory underlying the claim or action.
|
(c)
|
If a request for administrative review under the procedures established by the Administrative Committee is pending when the Applicable Limitations Period expires, the Applicable Limitations Period will be extended to the date that is 60 calendar days after the final denial (including a deemed denial) of such claim on administrative review.
|
(d)
|
The Applicable Limitations Period replaces and supersedes any limitations period that ends at a later time and that otherwise might be deemed applicable under state or federal law in the absence of this Section 9.2. The Applicable Limitations Period does not extend any limitations period under state or federal law.
|
(e)
|
The Administrative Committee may extend the Applicable Limitations Period upon a showing of exceptional circumstances, but such an extension is at the discretion of the Administrative Committee and is not subject to review.
|
1.
|
In consideration for the payments and other considerations offered to me under the McCormick & Company, Incorporated Severance Plan for Executive Officers (the “Plan”) and deeming this General Release to be fair, reasonable, and equitable, and intending to be legally bound hereby, I ________________________agree to and hereby do, for myself and for each of my heirs, representatives, executors, administrators and assigns, forever and irrevocably fully release and discharge McCormick & Company, Incorporated (the “Company”), and any subsidiary, affiliate, related business entity or person, employee benefit plan or fund, and its and their respective officers, directors, employees, agents, trustees, predecessors, successors, purchasers, assigns, and representatives, of and from any and all complaints judgments, claims, demands, debts, actions or causes of action, obligations, damages, and liabilities whatsoever which I now have, have had, or may have, whether the same be known or unknown, at law, in equity, or mixed, in any way arising out of or relating to any matter, act, occurrence, omission, practice, conduct, policy, event, or transaction that occurred on or before the date of this General Release. I expressly acknowledge that, except for claims under the Workers’ Compensation Act and the unemployment insurance law, this General Release includes, but is not limited to, any claims arising out of or related to my employment with the Company and my separation therefrom. I also release and waive any and all claims arising under any express or implied contract, law (federal, state or local), rule, regulation, or ordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, Executive Order 11246, 42 U.S.C. Section 1981, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Pregnancy Discrimination Act of 1978, the Equal Pay Act, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act of 1988, the Occupational Health and Safety Act, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Older Workers Benefit Protection Act of 1990, as amended (“OWBPA”) (except a claim relating to whether this release or waiver is valid under the ADEA and except for any claims under the ADEA that may arise after the date this General Release is executed by me) and all related and/or comparable state and local laws (all as amended from time to time).
|
2.
|
In the event that I decide in the future to commence, or attempt to commence, any action or litigation against the Company, except as it relates to the enforcement of any rights I may have under this General Release, or any action challenging the legal sufficiency of this General Release under the OWBPA or ADEA, or in connection with any charge filed with, or investigation by, the Equal Employment Opportunity Commission (“EEOC”), this will constitute a breach of this General Release, and I will be obligated to repay the Company all amounts paid to me, or expended by the Company on my behalf, under the Plan. In that event, the General Release granted by me shall nonetheless remain in effect, unless otherwise modified by a court of competent jurisdiction.
|
3.
|
I acknowledge that with this document I have been advised in writing to consult with an attorney prior to executing this waiver of ADEA claims and that I have been given ________ days [
at least 21 days if individual is age 40 or older, and at least 45 days if individual is age 40 or older and the termination is part of a group termination
] in which to consider entering into the waiver of the ADEA claims, if any. If I decide to sign before the expiration of ___ days, I acknowledge that I am doing so knowingly and voluntarily. In addition, I acknowledge that I have been informed that I may revoke a signed waiver of the ADEA claims for up to 7 days after executing this General Release and that to be effective, my revocation must be in writing, signed, dated and delivered to _________________ at the Company no later than 7 days from the date on which I sign this General Release. If the 7th day falls on a weekend or holiday, my revocation must be delivered the next business day.
|
4.
|
I acknowledge that I am aware that I may hereafter discover claims or facts in addition to, or different from, those which I now know or believe to exist with respect to the subject matter covered by this agreement and which, if known or suspected at the time of executing this agreement, may have materially affected this agreement or my decision to enter into it. Nevertheless, I hereby waive any rights, claims or causes of action that might arise as a result of such different or additional claims or facts.
|
5.
|
I acknowledge that the Company expressly denies liability of any kind to me, and nothing contained in this agreement will be construed as an admission of any liability.
|
6.
|
I understand that my receipt and retention of the separation benefits covered by the Plan are contingent not only on my execution of this General Release, but also on my continued compliance with my other obligations under the Plan, including certain post-employment restrictive covenants.
|
7.
|
On my last day of employment, I will deliver to a Company representative, at a location to be determined, all Company property which I have in my possession, including all equipment and accessories, office equipment, account lists or client contact lists, credit cards, keys, access cards, and documents, including copies of documents.
|
8.
|
I acknowledge that the Plan and this General Release set forth the entire agreement between me and the Company and supersedes all prior and contemporaneous oral and written agreements and discussions. After, I execute this General Release, it may be amended only by an agreement in writing signed by a duly authorized representative of the Company and by me.
|
9.
|
By executing this General Release, I acknowledge that I have carefully reviewed all of the provisions of this General Release and all the provisions of the Plan as described in the Summary Plan Description, have not relied on any representation or statement, oral or written, by the Company or any of its representatives, which is not set forth in those documents, and have had the opportunity to receive independent legal advice with respect to executing this General Release.
|
|
Chief Executive Officer
|
All Others
|
Restrictive Period
|
1-½ years
|
1 year
|
Restrictive CIC Period
|
2 years
|
2 years
|
Date: March 31, 2015
|
/s/ Alan D. Wilson
|
|
Alan D. Wilson
|
|
Chairman & Chief Executive Officer
|
Date: March 31, 2015
|
/s/ Gordon M. Stetz, Jr.
|
|
Gordon M. Stetz, Jr.
|
|
Executive Vice President & Chief Financial Officer
|
|
/s/ Alan D. Wilson
|
|
Alan D. Wilson
|
|
Chairman & Chief Executive Officer
|
Date: March 31, 2015
|
|
|
/s/ Gordon M. Stetz, Jr.
|
|
Gordon M. Stetz, Jr.
|
|
Executive Vice President & Chief Financial Officer
|
Date: March 31, 2015
|
|