SMUCKER J M CO (Form: 8-K, Received: 04/25/2011 17:25:07)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 21, 2011

The J. M. Smucker Company

(Exact Name of Registrant as Specified in Its Charter)


Ohio	001-05111	3 4-0538550

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


One Strawberry Lane Orrville, Ohio		44667-0280

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (330) 682-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendments to Amended and Restated Consulting and Noncompete Agreements of Timothy P. Smucker and Richard K. Smucker.

On April 25, 2011, The J. M. Smucker Company (the “Company”) and each of Messrs. Timothy P. Smucker and Richard K. Smucker entered into amendments terminating substantially all of the provisions of each executive’s Amended and Restated Consulting and Noncompete Agreement, dated December 31, 2010 (the “Consulting Agreements”).

The amendments are identical in all material respects, and provide that each executive’s right to receive his monthly retirement benefit or death benefit under the Company’s Top Management Supplemental Retirement Benefit Plan as of the third anniversary of his disability, death or separation from service, will remain in full force as provided in the Consulting Agreements. All other provisions of the Consulting Agreements, including all rights to continuation of salary, bonus, vesting of options and restricted shares, and each executive’s confidentiality, nonsolicitation and noncompetition obligations following his separation from service, have been terminated. The amendments do not terminate any similar obligations each executive may have arising under any other agreement, plan, program or arrangement with the Company, or by operation of law.

First Amendment to The J. M. Smucker Company Top Management Supplemental Retirement Plan.

On April 21, 2011, the Company amended The J. M. Smucker Company Top Management Supplemental Retirement Plan (as so amended, the “Amended SERP”). The Amended SERP provides that, to the extent payment of any benefit under the Amended SERP is delayed beyond the later of the participant reaching age 55 or the participant’s separation from service, such benefit will be adjusted (i) with interest, if payable as a lump sum, and (ii) actuarially, if payable as an annuity, all as determined in accordance with the Amended SERP. This change takes into account the fact that Section 409A of the Internal Revenue Code imposes a delay on benefit commencement in certain cases.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Exhibit Description
	10.1	Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, 2011.

	10.2	Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, 2011.

	10.3	First Amendment to The J. M. Smucker Company Top Management Supplemental Retirement Plan, dated as of April 21, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	THE J. M. SMUCKER COMPANY
	By:	/s/ Jeannette L. Knudsen
		Jeannette L. Knudsen
		Vice President, General Counsel and Corporate Secretary

Date: April 25, 2011

EXHIBIT INDEX


Exhibit No.		Exhibit Description
	10.1	Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Timothy P. Smucker, dated as of April 25, 2011.

	10.2	Termination Amendment to Amended and Restated Consulting and Noncompete Agreement of Richard K. Smucker, dated as of April 25, 2011.

	10.3	First Amendment to The J. M. Smucker Company Top Management Supplemental Retirement Plan, dated as of April 21, 2011.

Exhibit 10.1

Termination Amendment to

Consulting and Noncompete Agreement with Timothy P. Smucker

(dated May 1, 2002,
as amended and restated effective as of
January 1, 2005 and January 1, 2009)

WHEREAS, The J.M. Smucker Company (the “Company”) entered into a letter agreement with Timothy P. Smucker (“Mr. Smucker”), dated May 1, 2002, as amended and restated effective as of January 1, 2005 and January 1, 2009 (on December 31, 2010) (the “Consulting Agreement”); and

WHEREAS, Section 15 of the Consulting Agreement provides that the Consulting Agreement may be amended only with the written consent of the parties; and

WHEREAS, the parties now desire to substantially terminate the Consulting Agreement;

NOW THEREFORE, in accordance with Section 15 of the Consulting Agreement, substantially all of the Consulting Agreement is amended and terminated, effective as of April 25, 2011, as follows:

	1.		The provisions of the Consulting Agreement, together with all rights, benefits and obligations arising thereunder, are hereby terminated; provided , however , that the portions of subsections 3(a), (b), (c), (d), (e) and (f) of the Consulting Agreement and related definitions which address Mr. Smucker’s benefits under the Company’s Top Management Supplemental Retirement Benefit Plan, as amended (the “SERP”) and the time of payment thereof (generally providing that all such benefits shall commence as of the third anniversary of, as applicable, his disability, separation from service, as defined in Appendix I, or death, and that early retirement commencement reduction factors shall be disregarded in the determination of the amount of such benefits), shall remain in force.

	2.		In furtherance of item 1 above, and for the avoidance of doubt:

All rights to any salary, bonus, vesting of options and restricted shares, and other benefits under the Standard Executive Benefits Package during the Service Period, and requirements with respect to public representation

			in Section 2 during such Service Period, together with all references to those benefits and services in Section 3 (other than with respect to the SERP benefits), are hereby fully forfeited and relinquished, without exchange for any other right or benefit of any sort. Moreover, the requirements of sections 4 and 5 regarding confidentiality, nonsolicitation and noncompetition are also terminated, provided that nothing herein shall terminate any similar obligations of Mr. Smucker arising under any other agreement, plan, program or arrangement, or by operation of law.

	b.		Although all of the SERP benefits are intended to be subject to the provisions described in Section 1 hereof, no provision of the Consulting Agreement or this Termination Amendment is intended to, or shall be construed to, materially modify any grandfathered benefit under the SERP for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

	3.		Section references are to the applicable Sections of the Consulting Agreement in effect immediately prior to the execution of this Termination Amendment.

	4.		Terms (whether or not capitalized) not otherwise defined in this Termination Amendment which are defined in the Consulting Agreement shall have the meanings ascribed to them in the Consulting Agreement in effect immediately prior to the execution of this Termination Amendment.

IN WITNESS WHEREOF, the parties have caused this Termination Amendment to be executed, effective as of the date set forth above.


	THE J.M. SMUCKER COMPANY
	By:	/s/ Jeannette L. Knudsen
		Jeannette L. Knudsen, Vice President, General
		Counsel and Corporate Secretary

	Date: April 25, 2011


	TIMOTHY P. SMUCKER
	/s/ Timothy P. Smucker

	Date: April 25, 2011

Exhibit 10.2

Termination Amendment to

Consulting and Noncompete Agreement with Richard K. Smucker

(dated May 1, 2002,
as amended and restated effective as of
January 1, 2005 and January 1, 2009)

WHEREAS, The J.M. Smucker Company (the “Company”) entered into a letter agreement with Richard K. Smucker (“Mr. Smucker”), dated May 1, 2002, as amended and restated effective as of January 1, 2005 and January 1, 2009 (on December 31, 2010) (the “Consulting Agreement”); and

WHEREAS, Section 15 of the Consulting Agreement provides that the Consulting Agreement may be amended only with the written consent of the parties; and

WHEREAS, the parties now desire to substantially terminate the Consulting Agreement;

NOW THEREFORE, in accordance with Section 15 of the Consulting Agreement, substantially all of the Consulting Agreement is amended and terminated, effective as of April 25, 2011, as follows:

	1.		The provisions of the Consulting Agreement, together with all rights, benefits and obligations arising thereunder, are hereby terminated; provided , however , that the portions of subsections 3(a), (b), (c), (d), (e) and (f) of the Consulting Agreement and related definitions which address Mr. Smucker’s benefits under the Company’s Top Management Supplemental Retirement Benefit Plan, as amended (the “SERP”) and the time of payment thereof (generally providing that all such benefits shall commence as of the third anniversary of, as applicable, his disability, separation from service, as defined in Appendix I, or death, and that early retirement commencement reduction factors shall be disregarded in the determination of the amount of such benefits), shall remain in force.

	2.		In furtherance of item 1 above, and for the avoidance of doubt:

			in Section 2 during such Service Period, together with all references to those benefits and services in Section 3 (other than with respect to the SERP benefits), are hereby fully forfeited and relinquished, without exchange for any other right or benefit of any sort. Moreover, the requirements of sections 4 and 5 regarding confidentiality, nonsolicitation and noncompetition are also terminated, provided that nothing herein shall terminate any similar obligations of Mr. Smucker arising under any other agreement, plan, program or arrangement, or by operation of law.

	b.		Although all of the SERP benefits are intended to be subject to the provisions described in Section 1 hereof, no provision of the Consulting Agreement or this Termination Amendment is intended to, or shall be construed to, materially modify any grandfathered benefit under the SERP for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

	3.		Section references are to the applicable Sections of the Consulting Agreement in effect immediately prior to the execution of this Termination Amendment.

	4.		Terms (whether or not capitalized) not otherwise defined in this Termination Amendment which are defined in the Consulting Agreement shall have the meanings ascribed to them in the Consulting Agreement in effect immediately prior to the execution of this Termination Amendment.

IN WITNESS WHEREOF, the parties have caused this Termination Amendment to be executed, effective as of the date set forth above.


	THE J.M. SMUCKER COMPANY
	By:	/s/ Jeannette L. Knudsen
		Jeannette L. Knudsen, Vice President, General Counsel and Corporate Secretary
	Date: April 25, 2011

	RICHARD K. SMUCKER
	/s/ Richard K. Smucker

	Date: April 25, 2011

Exhibit 10.3

FIRST AMENDMENT TO
THE J. M. SMUCKER COMPANY TOP MANAGEMENT
SUPPLEMENTAL RETIREMENT PLAN
(January 1, 2009 RESTATEMENT)

The J. M. Smucker Company Top Management Supplemental Retirement Plan, established effective January 1, 1985, as amended and restated effective as of May 1, 1994, May 1, 1999, January 1, 2005 and January 1, 2009 (the “Plan”), hereby is amended further on this 21 ^st day of April, 2011, generally effective January 1, 2011;

WHEREAS, The J. M. Smucker Company (the “Company”) desires to amend the Plan to address calculation of benefits which are delayed after Separation from Service (including without limitation, as a result of the imposition of the 5 year delay imposed if a participant elects to change the time or form of benefit), and clarify both the impact of a lump sum election and the interest rate used in determining such lump sum;

NOW, THEREFORE, the Plan is hereby amended as follows:

Subsection (b) of Section 1.12 is amended to read as follows:

(b)

The Interest Rate shall be the discount rate selected by the Company for purposes of corporate financial reporting of the obligation for this Plan under applicable financial accounting standards (originally SFAS No. 87, and subsequently amended), for the fiscal year ending on the April 30 prior to the fiscal year in which the Benefit Target Date occurs as provided in Section 2.6.

2. Section 2.6 is amended by revising the caption to read “Single Lump Sum Form of Payment and Adjustment for Delay,” by deleting the last sentence of such Section 2.6 and by the addition of the following text at the end thereof:

The Participant shall receive a payment in a single lump sum in an amount equal, except as provided below, to the Actuarial Equivalent, determined in accordance with Section 1.12 of the Plan, of the benefit that would otherwise have been payable to the Participant at the “Benefit Target Date” as defined below.

To the extent that commencement of any vested benefit in any form under this Plan (including a death benefit to which Article III applies) is delayed beyond the “Benefit Target Date,” which shall be the first day of the month following the latest of:

(a)

vesting;

(b)

attainment of age 55; or

(c)

Separation from Service (or if Total Disability is the event triggering distribution, then the later of Total Disability or Normal Retirement Date (or such other date, including the date of Total Disability, with reference to which such benefits are payable pursuant to section 8.10)),

including if such delay is as a result of Section 8.15 regarding the six-month delay for Specified Employees, then such benefit shall be adjusted (the “Adjusted Benefit”) for such delay by:

(d)

in the event the benefit is payable in the form of a single lump sum benefit:

	(1)		determining the single lump sum benefit which would have otherwise have been payable on the Benefit Target Date, if so permitted under the Plan terms (generally, the Actuarial Equivalent of the Monthly Retirement Benefit as of the Benefit Target Date, based on the assumptions set forth in subsections (a) and (b) of Section 1.12 as of such date); and

	(2)		increasing such single lump sum benefit with interest for the period from the Benefit Target Date through the date of benefit commencement at the rate determined in subsection (b) of Section 1.12 as of the Benefit Target Date; and

(e)

in the event the benefit is payable in the form of an annuity:

	(1)		determining the Monthly Retirement Benefit (as a monthly benefit payable in a single life annuity form) commencing on the date of benefit commencement which is the Actuarial Equivalent of the Monthly Retirement Benefit which would otherwise have been payable commencing as of the Benefit Target Date, with such Actuarial Equivalent determined as of the Benefit Target Date, based on the assumptions set forth in Section 1.12 as of such date , and

	(2)		using such adjusted Monthly Retirement Benefit determined in item (e)(1) above (or, if greater, the Monthly Retirement Benefit otherwise determined under Section 2.3 on the date of benefit commencement) as the basis for determining the amount of such benefit, (and, in the event such annuity is in a form other than a single life annuity, converting the single life annuity amount into an Actuarially Equivalent annuity commencing as of the date of benefit commencement in such other annuity form as is applicable hereunder, based on the assumptions set forth in Section 1.12 as of such date).

This provision, and any adjustment under it, shall apply to the total value of any benefit so delayed, but such adjustment shall not change the dollar amount (or the time or form) of the participant’s benefit which constitutes a Grandfathered Benefit hereunder (so that the total amount of any increase pursuant to such adjustment shall constitute a new benefit, over and above any Grandfathered Benefit hereunder, and any Grandfathered Benefit shall be unaffected, continue to be entitled to grandfather treatment and remain subject to the provisions of Addendum I).

Section 3.1. is amended to read as follows:

3.1 If a Participant should die prior to the commencement of benefit payments under the Plan, no benefits shall be payable under this Plan except as provided pursuant to this Article III (which shall be applied taking into account Section 2.6 hereof).

Executed at Orrville, Ohio effective as of the date provided above.


	THE J. M. SMUCKER COMPANY, by its duly authorized officer
	/s/ Jeannette L. Knudsen
	By: Jeannette L. Knudsen, Vice President,
	General Counsel and Corporate Secretary