EXHIBIT
10.6


 


HORMEL FOODS CORPORATION


SUPPLEMENTAL RETIREMENT BENEFITS PLAN


FOR THE BENEFIT OF JOEL W. JOHNSON


(1999
Restatement)


 


 


First
Established on September 18, 1995


and

As Amended and Restated Effective October 1, 1999


 

















 


HORMEL FOODS
CORPORATION

SUPPLEMENTAL RETIREMENT BENEFITS PLAN

FOR THE BENEFIT OF JOEL W. JOHNSON

(1999 Restatement)


 


TABLE OF CONTENTS


 


	
  SECTION
  1.

  	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.

  	
  BENEFITS
  PAYABLE

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1.

  	
  Benefit for the Employee

  
	
   

  	
   

  	
  2.1.1.        Amount of
  Benefit

  
	
   

  	
   

  	
  2.1.2.        Form of Benefit

  
	
   

  	
   

  	
  2.1.3.        Election of Lump Sum
  Payment

  
	
   

  	
  2.2.

  	
  Code § 162(m) Delay

  
	
   

  	
  2.3.

  	
  Benefit for Survivors

  
	
   

  	
   

  	
  2.3.1.        Amount of Benefit

  
	
   

  	
   

  	
  2.3.2.        Form of Benefit

  
	
   

  	
   

  	
  2.3.3.        Commutation

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.

  	
  FUNDING

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Unfunded Obligation

  
	
   

  	
  3.2.

  	
  Hedging Investments

  
	
   

  	
  3.3.

  	
  Consensual Creditor

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.

  	
  GENERAL MATTERS

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Amendments and Termination

  
	
   

  	
  4.2.

  	
  ERISA Administrator

  
	
   

  	
  4.3.

  	
  Service of Process

  
	
   

  	
  4.4.

  	
  Limited Benefits

  
	
   

  	
  4.5.

  	
  Spendthrift Provision

  
	
   

  	
  4.6.

  	
  Administrative
  Determinations

  
	
   

  	
  4.7.

  	
  Rules and Regulations

  
	
   

  	
  4.8.

  	
  Certifications

  
	
   

  	
  4.9.

  	
  Errors in Computations

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.

  	
  FORFEITURE
  OF BENEFITS

  



 


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  SECTION
  6.

  	
  CLAIMS
  PROCEDURE

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Original Claim

  
	
   

  	
  6.2.

  	
  Claims Review Procedure

  
	
   

  	
  6.3.

  	
  General Rules

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.

  	
  CONSTRUCTION

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1.

  	
  ERISA Status

  
	
   

  	
  7.2.

  	
  IRC Status

  
	
   

  	
  7.3.

  	
  Effect on Other Plans

  
	
   

  	
  7.4.

  	
  Document Construction

  
	
   

  	
  7.5.

  	
  References to Laws

  
	
   

  	
  7.6.

  	
  Effect on Employment

  
	
   

  	
  7.7.

  	
  Choice of Law

  
	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  



 


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HORMEL FOODS CORPORATION

SUPPLEMENTAL RETIREMENT BENEFITS PLAN

FOR THE BENEFIT OF JOEL W. JOHNSON

(1999 Restatement)


 


Hormel
Foods Corporation, a Delaware corporation, heretofore established an unfunded,
supplemental, nonqualified plan of deferred compensation (the “SERP”) for the
benefit of Joel W. Johnson, the President and Chief Executive Officer of
Hormel Foods Corporation.  Hormel Foods
Corporation has reserved the power to amend the SERP from time to time.  Hormel Foods Corporation now desires to
exercise that power of amendment by the adoption of this restatement of the
SERP effective October 1, 1999.


 


SECTION 1


 


DEFINITIONS


 


The term “Deemed
Service” shall mean a number of years of service to be credited
under this SERP (and subject to all the conditions of this SERP) based on the
date of the Employee’s Termination of Employment or death as if the years had
in fact been served with Employer according to the following table:


 


	
  If the Employee’s

  Termination of Employment 

  or death occurs:

  	
   

  	
  DEATH

  For the purpose of computing

  the benefit (if any) under 

  § 2.3 and §7.3, his Deemed

  Service shall be:

  	
   

  	
  INVOLUNTARY

  If his Termination of

  Employment is an

  Involuntary Termination, for

  the purpose of computing the

  benefit(if any)  under § 2.1

  and § 7.3, his Deemed Service

  shall be:

  	
   

  	
  VOLUNTARY

  If his Termination of

  Employment is a Voluntary

  Termination, for the purpose

  of computing the benefit (if

  any)  under § 2.1 and § 7.3,

  his Deemed Service shall be:

  	
   

  
	
  Before 7/14/2003

  	
   

  	
  14 years

  	
   

  	
  14 years

  	
   

  	
  0 years

  	
   

  
	
  After 7/13/2003 but

  before 7/14/2004

  	
   

  	
  14 years

  	
   

  	
  14 years

  	
   

  	
  14 years

  	
   

  
	
  After 7/13/2004 but

  before 7/14/2005

  	
   

  	
  17 years

  	
   

  	
  17 years

  	
   

  	
  17 years

  	
   

  
	
  After 7/13/2005

  	
   

  	
  24 years

  	
   

  	
  24 years

  	
   

  	
  24 years

  	
   

  



 


The
term “Employee”
shall mean and refer to Joel W. Johnson, a resident of the state of
Minnesota.


 


The
term “Employer”
shall mean and refer to HORMEL FOODS CORPORATION, a Delaware corporation.


 

















 


The term “Excess Plan” shall mean and refer to the nonqualified pension
benefit plan known as the  HORMEL FOODS
CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, as it exists from time to
time.


 


The term “Involuntary Termination” shall mean any Termination of
Employment that is required by the Employer.


 


The term “Other Plan Benefits” shall mean the benefits paid or payable
to or with respect to the Employee from other qualified and nonqualified
retirement plans of prior employers to the extent that the Employer determines
that such other benefits are attributable to employer (rather than Employee)
contributions.  To the extent that such
other benefit is paid or payable in a form or at a time other than the form and
time that the benefit is payable under this SERP, the Employer in its discretion
shall, applying factors, methods and assumptions determined by it to be
consistent with those then in effect under the Pension Plan, convert that other
benefit to a form and time that is consistent with the form and time of benefit
payable under this SERP.


 


The term “Pension Plan” shall mean and refer to the tax-qualified
defined benefit pension plan known as the HORMEL FOODS CORPORATION SALARIED
EMPLOYEES’ PENSION PLAN, as it exists from time to time.


 


The term “SERP” shall mean and refer to the unfunded, supplemental,
nonqualified, plan of deferred compensation for the benefit of Employee
established and maintained under this document and, when the context so
requires, shall refer to this document as it may be amended from time to time.


 


The term “Voluntary Termination” shall mean any Termination of
Employment that is not an Involuntary Termination.


 


Words and phrases used in this SERP with initial capital letters, which are
defined in the Pension Plan documents and which are not separately defined in
this SERP, shall have the same meaning ascribed to them in the Pension Plan
documents.


 


This SERP supersedes and replaces all prior agreements, if any, between the
Employer and the Employee regarding the matters specified herein.  This restatement of the SERP supersedes and
replaces the prior SERP which was adopted on September 18, 1995.


 


SECTION 2


 


BENEFITS PAYABLE


 


2.1.                              Benefit for the Employee.


 


2

















 


2.1.1.                     Amount of Benefit.  Upon
the Employee’s Termination of Employment with the Employer, the Employer shall
pay to the Employee the excess, if any, of:


 


(a)                                  the amount that would have been payable to the
Employee under the Pension Plan and the Excess Plan if such benefit had been
determined:


 


	
  (i)

  	
   

  	
  without regard to the benefit limitations under section 415 of the
  Code, and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  without regard to the compensation limitation of section 401(a)(17)
  of the Code, and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  assuming that the Employee’s actual Benefit Service and Vesting Service
  were each respectively increased by the amount of the Employee’s Deemed
  Service; over

  



 


(b)                                 the amount actually paid from the Pension Plan
and the Excess Plan and as Other Plan Benefits.


 


2.1.2.                     Form of Benefit.  Unless
a lump sum form of payment has been elected pursuant to Section 2.1.3,
this benefit (minus the withholding, payroll and other taxes which must be
deducted therefrom) shall be defined as a benefit payable to the Employee in
the same manner, at the same time, for the same duration and in the same form
as if such benefit had been paid directly from the Pension Plan.  For this purpose, all elections and optional
forms of settlement in effect and all other rules governing the payment of
benefits under the Pension Plan shall, to the extent practicable, be given
effect under this SERP so that the Employee would receive from a combination of
the Pension Plan, the Excess Plan and this SERP  the same benefit (minus the withholding, payroll and other taxes
which must be deducted therefrom) which would have been received under the
Pension Plan if this benefit and the Excess Plan benefit had been paid from the
Pension Plan.


 


2.1.3.                     Election of Lump Sum Payment.  At any time and from time to
time, the Employee may file with the Employer an election to receive any
benefit due to the Employee under this SERP either in the form prescribed in
Section 2.1.2 or in an actuarially equivalent single lump sum cash payment
within the thirty (30) days following the earliest date on which such benefit
would otherwise be payable under Section 2.1.  The single lump sum shall be calculated by reference to interest
and mortality factors then in effect under the Excess Plan. Each such election
shall supercede all prior elections. 
Notwithstanding the foregoing, any election shall be disregarded as if
it had never been filed (and any prior effective election shall be given
effect) unless the election:


 


(a)                                  was filed with the Employer at least one (1)
year before the Termination of Employment, and


 


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(b)                                 was filed with the Employer at least one (1)
year after any other prior election was filed with the Employer.


 


Each
such election shall be made in writing upon forms furnished by the Employer and
shall conform to such other procedural and substantive rules as the Employer
shall establish.


 


If
the Employee shall have effectively elected the single lump sum form of payment
and dies after Termination of Employment but before the single lump sum is
paid, that single lump sum shall be paid to the personal representative of the
Employee’s estate.  If the Employee has
had a Termination of Employment and dies before the receipt of annuity benefits
which should have been paid under the terms of this SERP between his
Termination of Employment and his death, such annuity benefits shall be payable
to the personal representative of the Employee’s estate.


 


2.2.                              Code § 162(m) Delay.  If the
Employer determines that delaying the time when the initial payments are to be
made or commenced to the Employee would increase the probability that such
payments would be fully deductible for federal or state income tax purposes,
the Employer may unilaterally delay the time for the making or commencement of
payments for not more than twelve (12) months after the date such payments
would otherwise be payable.


 


2.3.                              Benefit for Survivors.


 


2.3.1.                     Amount of Benefit.  Upon
the death of the Employee, the Employer shall pay to the surviving spouse or
other joint or contingent annuitant or beneficiary of the Employee the excess,
if any, of:


 


(a)                                  the amount that would have been payable to the
surviving spouse or other joint or contingent annuitant or beneficiary under
the Pension Plan and the Excess Plan if such benefit had been determined:


 


	
  (i)

  	
   

  	
  without regard to the benefit limitations under section 415 of the
  Code, and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  without regard to the compensation limitation of section 401(a)(17)
  of the Code, and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  assuming that the Employee’s actual Benefit Service and Vesting Service
  were each respectively increased by the amount of the Employee’s Deemed Service;
  over

  



 


(b)                                 the amount actually paid from the Pension Plan
and the Excess Plan and as Other Plan Benefits.


 


No
benefit shall be due under this SERP to any surviving spouse or other joint or
contingent annuitant or beneficiary of the Employee if a single lump sum has
been paid (or is payable) to the Employee or the personal representative of the
Employee’s estate pursuant to Section 2.1.


 


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2.3.2.                     Form of Benefit.  This
benefit (minus the withholding, payroll and other taxes which must be deducted
therefrom) shall be defined as a benefit payable to the surviving spouse or
other joint or contingent annuitant or beneficiary in the same manner, at the
same time, for the same duration and in the same form as if such benefit had
been paid directly from the Pension Plan. 
For this purpose, all elections and optional forms of settlement in
effect and all other rules governing the payment of benefits under the Pension
Plan shall, to the extent practicable, be given effect under this SERP so that
the surviving spouse or other joint or contingent annuitant or beneficiary
would receive from a combination of the Pension Plan, the Excess Plan and this
SERP  the same benefit (minus the
withholding, payroll and other taxes which must be deducted therefrom) which
would have been received under the Pension Plan if this benefit and the Excess
Plan benefit had been paid from the Pension Plan.


 


2.3.3.                     Commutation. 
Notwithstanding the foregoing, the benefit described in Section 2.3.1
shall, without any further elections, consents or notices, be commuted to and
paid in an actuarially equivalent single lump sum cash payment within the
thirty (30) days following the earliest date on which such benefit would
otherwise be payable under Section 2.3. 
The single lump sum shall be calculated by reference to interest and
mortality factors then in effect under the Excess Plan.


 


SECTION 3


 


FUNDING


 


3.1.                              Unfunded Obligation.  The obligation of the Employer to
make payments under this SERP constitutes only the unsecured (but legally
enforceable) promise of the Employer to make such payments.  The Employee shall have no lien, prior claim
or other security interest in any property of any Employer.  If a fund is established by the Employer in
connection with this SERP, the property therein shall remain the sole and
exclusive property of the Employer.  The
Employer will pay the cost of this SERP out of its general assets.


 


3.2.                              Hedging Investments.  If the Employer elects to finance all or a
portion of its costs in connection with this SERP through the purchase of life
insurance or other investments, the Employee agrees, as a condition of
participation in this SERP, to cooperate with the Employer in the purchase of
such investment to any extent reasonably required by the Employer and
relinquishes any claim he may have either for himself or any beneficiary to the
proceeds of any such investment or any other rights or interests in such
investment.  If the Employee fails or
refuses to cooperate, then notwithstanding any other provision of this SERP the
Employer may immediately and irrevocably terminate and forfeit all benefits
payable to or with respect to the Employee under this SERP.


 


3.3.                              Consensual Creditor.  Neither the Employer’s officers
nor any member of its Board in any way secures or guarantees the payment of any
benefit or amount which may become due and 


 


5

















 


payable
hereunder to or with respect to the Employee. 
The Employee entitled at any time to payments hereunder shall look
solely to the assets of the Employer for such payments as an unsecured, general
creditor.  After benefits shall have
been paid to or with respect to the Employee and such payment purports to cover
in full the benefit hereunder, the Employee shall have no further right or
interest in the other assets of the Employer in connection with this SERP.  Neither the Employer nor any of its officers
nor any member of its Boards of Directors shall be under any liability or
responsibility for failure to effect any of the objectives or purposes of this
SERP by reason of the insolvency of the Employer.


 


SECTION 4


 


GENERAL MATTERS


 


4.1.                              Amendments and Termination.  This SERP may be amended by action of the
Employer’s Board of Directors without the consent of the Employee in whole or
in part, from time to time and at any time; provided, however, that no
amendment (including termination) of this SERP shall be effective as to the
Employee to the extent the amendment would have the effect of diminishing the
benefits payable to or with respect to the Employee under this SERP (whether
benefits earned in the past or to be earned in the future) or the procedural
rights of the Employee under this SERP unless the Employee has consented to
such amendment in writing.


 


4.2.                              ERISA Administrator.  The Employer shall be the plan administrator
of this SERP.


 


4.3.                              Service of Process.  In the absence of any designation
to the contrary by the Employer, the Secretary of the Employer is designated as
the appropriate and exclusive agent for the receipt of service of process in
any legal proceeding, including arbitration, involving this SERP.


 


4.4.                              Limited Benefits.  This
SERP shall not provide any benefits determined with respect to any defined
contribution plan.


 


4.5.                              Spendthrift Provision.  Neither the Employee nor any
other person shall have the power to transmit, assign, alienate, dispose of,
pledge or encumber any benefit payable under this SERP before its actual
payment to such person.  The Employer
shall not recognize any such effort to convey any interest under this
SERP.  No benefit payable under this
SERP shall be subject to attachment, garnishment, execution following judgment
or other legal process before actual payment to such person.  This section shall not prevent the Employer
from observing the terms of a qualified domestic relations order as provided in
section 206(d) of ERISA.


 


4.6.                              Administrative Determinations.  The Employer shall make such determinations
as may be required from time to time in the administration of this SERP.  The Employer shall have the discretionary
authority and responsibility to interpret and construe this SERP and to
determine all factual and legal questions under this SERP, including but not
limited to the


 


6

















 


entitlement
of the Employee to a benefit, and the amounts of their respective
interests.  Each interested party may
act and rely upon all information reported to them hereunder and need not
inquire into the accuracy thereof, nor be charged with any notice to the
contrary.


 


4.7.                              Rules and Regulations.  Any rule not in conflict or at variance with
the provisions hereof may be adopted by the Employer.


 


4.8.                              Certifications.  Information to be supplied or
written notices to be made or consents to be given by the Employer pursuant to
any provision of this SERP may be signed in the name of the Employer by any
officer who has been authorized to make such certification or to give such
notices or consents.


 


4.9.                              Errors in Computations.  The Employer shall not be liable
or responsible for any error in the computation of any benefit payable to or
with respect to the Employee resulting from any misstatement of fact made by
the Employee or by or on behalf of any survivor to whom such benefit shall be
payable, directly or indirectly, to the Employer, and used by the Employer in
determining the benefit.  The Employer
shall not be obligated or required to increase the benefit payable to or with
respect to the Employee which, on discovery of the misstatement, is found to be
understated as a result of such misstatement of the Employee.  However, the benefit of the Employee which
is overstated by reason of any such misstatement shall be reduced to the amount
appropriate in view of the truth (and to recover any prior overpayment).


 


SECTION 5


 


FORFEITURE OF BENEFITS


 


All
unpaid benefits under this SERP, shall be permanently forfeited upon the
determination by the Board of the Employer that the Employee, either before or
after Termination of Employment:


 


(a)                                  engaged in a criminal or fraudulent conduct
resulting in harm to the Employer or an affiliate of the Employer; or


 


(b)                                 divulged any confidential information or trade
secrets of the Employer or an affiliate of the Employer; or


 


(c)                                  provided the Employer or an affiliate of the
Employer with false reports concerning his business interests or employment; or


 


(d)                                 made false representations which are relied
upon by the Employer or an affiliate of the Employer in furnishing information
to an affiliate, partner, auditor or any regulatory or governmental agency; or


 


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(e)                                  maintained an undisclosed, unauthorized
conflict of interest in the discharge of the duties owed by him to the Employer
or an affiliate of the Employer; or


 


(f)                                    engaged in reckless or grossly negligent
activity toward the Employer or an affiliate of the Employer which is admitted
or judicially proven and which results in harm to the Employer or an affiliate
of the Employer; or


 


(g)                                 engaged during his employment or within two (2)
years after his Termination of Employment in any employment or self-employment
with a competitor of the Employer within the geographical area which is then
served by the Employer.


 


SECTION 6


 


CLAIMS PROCEDURE


 


The
claims procedure set forth in this section shall be the exclusive procedure for
the disposition of claims for benefits arising under this SERP.  Without limiting the generality of the
following, an application for benefits and any objection to a forfeiture shall be
processed as a claim for the purposes of this section.


 


6.1.                              Original Claim.  Any person may, if he so desires,
file with the Board of the Employer a written claim for benefits under this
SERP.  Within ninety (90) days after the
filing of such a claim, the Board shall notify the claimant in writing whether
the claim is upheld or denied in whole or in part or shall furnish the claimant
a written notice describing specific special circumstances requiring a
specified amount of additional time (but not more than one hundred eighty days
from the date the claim was filed) to reach a decision on the claim.  If the claim is denied in whole or in part,
the Board shall state in writing:


 


(a)                                  the specific reasons for the denial;


 


(b)                                 the specific references to the pertinent
provisions of this SERP on which the denial is based;


 


(c)                                  a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary; and


 


(d)                                 an explanation of the claims review procedure
set forth in this section.


 


6.2.                              Claims Review Procedure.  Within sixty (60) days after receipt of
notice that the claim has been denied in whole or in part, the claimant may
file with the Board a written request


 


8

















 


for
a review and may, in conjunction therewith, submit written issues and
comments.  Within sixty (60) days after
the filing of such a request for review, the Board shall notify the claimant in
writing whether, upon review, the claim was upheld or denied in whole or in
part or shall furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more
than one hundred twenty days from the date the request for review was filed) to
reach a decision on the request for review.


 


6.3.                              General Rules.


 


(a)                                  No inquiry or question shall be deemed to be a
claim or a request for a review of a denied claim unless made in accordance
with the claims procedure.  The Board
may require that any claim for benefits and any request for a review of a
denied claim be filed on forms to be furnished by the Board upon request.


 


(b)                                 All decision on claims and on requests for a
review of denied claims shall be made by the Board.


 


(c)                                  The Board may, in its discretion, hold one or
more hearings on a claim or a request for a review of a denied claim.


 


(d)                                 Claimants may be represented by a lawyer or
other representative (at their own expense), but the Board reserves the right
to require the claimant to furnish written authorization.  A claimant’s representative shall be
entitled to receive copies of notices sent to the claimant.


 


(e)                                  The decision of the Board on a claim and on a
request for a review of a denied claim shall be served on the claimant in
writing.  If a decision or notice is not
received by a claimant within the time specified, the claim or request for a
review of a denied claim shall be deemed to have been denied.


 


(f)                                    Prior to filing a claim or a request for a
review of a denied claim, the claimant or the claimant’s representative shall
have a reasonable opportunity to review a copy of this SERP and all other
pertinent documents in the possession of the Employer.


 


(g)                                 The Board may permanently or temporarily delegate
all or a portion of its authority and responsibility under this Section 6
to a committee or individual.


 


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SECTION 7


 


CONSTRUCTION


 


7.1.                              ERISA Status.  This
SERP is adopted with the understanding that it is an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees as provided in
section 201(2), section 301(3) and section 401(a)(1) of ERISA.  Each provision shall be interpreted and
administered accordingly.


 


7.2.                              IRC Status.  This
SERP is intended to be a nonqualified deferred compensation arrangement.  The rules of section 401(a) et. seq.
of the Code shall not apply to this SERP. 
The rules of section 3121(v)(2) and section 3306(r)(2) of the
Code shall apply to this SERP.


 


7.3.                              Effect on Other Plans.  This SERP shall not alter,
enlarge or diminish any person’s employment rights or obligations or rights or
obligations under the Pension Plan, the Excess Plan or any other plan.  It is specifically contemplated that the
Pension Plan and the Excess Plan will, from time to time, be amended and
possibly terminated.  All such
amendments and termination shall be given effect under this SERP (it being
expressly intended that this SERP shall not lock in the benefit structures of
the Pension Plan or the Excess Plan as they exist at the execution of this SERP
or upon the commencement of participation, or commencement of benefits by the
Employee).


 


(a)                                  Survivor Income Benefits.  Notwithstanding the foregoing,
for the purposes of the Hormel Survivor Income Plan for Executives, the
Employee shall be considered a retiree upon his Termination of Employment:


 


	
  (i)

  	
   

  	
  at or after he attains age sixty (60) years, or

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  at any earlier age if his Termination of Employment is an Involuntary
  Termination.

  



 


(b)                                 Retiree Health Benefits.  Notwithstanding the foregoing,
for the purposes of receiving whatever retiree health benefits, if any, are
then provided generally to employees of the Employer then retiring who have
years of service equal to the Employee’s Benefit Service (including Deemed
Service) under this SERP, the Employee:


 


	
  (i)

  	
   

  	
  shall be deemed to have Benefit Service that includes the Deemed Service
  at his Termination of Employment, and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  shall be considered a retiree upon his Termination of Employment:

  



 


 


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(A)                              at or after he attains age sixty (60) years, or


 


(B)                                at any earlier age if his Termination of
Employment is an Involuntary Termination.


 


The Employer shall provide such retiree medical benefits:  (i) under the regular health programs of the
Employer to the extent that the Employer determines that such benefits can be
conferred without adverse effect on the regulatory or tax treatment intended
for those plans and programs, or (ii) under other arrangements selected by the
Employer which, in the judgment of the Employer, provide comparable
benefits.  The Employer shall also pay
to the Employee an amount equal to the tax–affected cost of the
Employee’s share of any premium for retiree medical benefits.


 


(c)                                  Survivor Health Benefits.  Notwithstanding the foregoing,
for the purposes of receiving whatever health benefits, if any, are then
provided generally to the surviving spouse and dependents of an employee who
has years of service equal to the Employee’s Benefit Service (including Deemed
Service) under this SERP, the Employee shall be deemed to have Benefit Service
that includes the Deemed Service at his death.


 


The Employer shall provide such surviving spouse and dependent medical
benefits:  (i) under the regular health
programs of the Employer to the extent that the Employer determines that such
benefits can be conferred without adverse effect on the regulatory or tax
treatment intended for those plans and programs, or (ii) under other
arrangements selected by the Employer which, in the judgment of the Employer,
provide comparable benefits.  The
Employer shall also pay to the surviving spouse or dependent an amount equal to
the tax–affected cost of the surviving spouse’s or dependent’s share of
any premium for medical benefits.


 


7.4.                              Document Construction.  Whenever appropriate, words used herein in
the singular may be read in the plural, or words used herein in the plural may
be read in the singular; the masculine may include the feminine; and the words
“hereof,” “herein” or “hereunder” or other similar compounds of the word “here”
shall mean and refer to the entire SERP and not to any particular paragraph or
Section of this SERP unless the context clearly indicates to the contrary.  The titles given to the various Sections of
this SERP are inserted for convenience of reference only and are not part of
this SERP, and they shall not be considered in determining the purpose, meaning
or intent of any provision hereof.


 


7.5.                              References to Laws.  Any
reference in this SERP to a statute or regulation shall be considered also to
mean and refer to any subsequent amendment or replacement of that statute or
regulation.


 


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7.6.                              Effect on Employment.  Neither the terms of this SERP
nor the benefits hereunder nor the continuance thereof shall be a term of the
employment of the Employee.  The terms
of this SERP shall not give the Employee the right to be retained in the
employment of the Employer.


 


7.7.                              Choice of Law.  This instrument has been executed and
delivered in the State of Minnesota and has been drawn in conformity to the
laws of that State and shall, except to the extent that federal law is
controlling, be construed and enforced in accordance with the laws of the State
of Minnesota.


 


THIS SERP DOCUMENT, Having been previously approved by the Board of
Directors of the Employer, is hereby executed on behalf of the Employer and is
hereby agreed to by the Employee this 27th day of March, 2000.


 


	
   

  	
  HORMEL FOODS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
        /s/ WILLIAM
  S. DAVILA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
        Board
  Compensation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Committee
  Member

  



 


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