Exhibit 10.1


 


MERISANT
COMPANY


 


2006
SUPPLEMENTAL INCENTIVE PLAN


 


Merisant
Company, a corporation organized and existing under the laws of the State of
Delaware (the “Company”), hereby
establishes and adopts the following 2006 Supplemental Incentive Plan (the “Plan”) to provide incentive bonuses to
certain executive officers and other key employees of the Company and
Subsidiaries of the Company.


 


1.             PURPOSES
OF THE PLAN


 


The purposes
of the Plan are to provide incentive and financial rewards to officers and
other key employees of the Company and its Subsidiaries who, because of the
extent of their responsibilities, can make significant contributions to the
Company’s success by their ability, industry, loyalty and exceptional
services.  Making the officers and key
employees of the Company and its Subsidiaries participants in that success will
advance the interests of the Company and its stockholders and will assist the
Company and its Subsidiaries in attracting and retaining such officers and key
employees.


 


2.             DEFINITIONS


 


2.1          “Board”
shall mean the board of directors of the Company.


 


2.2          “Committee”
shall mean the Compensation Committee of the Board or any subcommittee thereof
formed by the Compensation Committee for the purpose of acting as the Committee
hereunder.


 


2.3          “Eligible
Participant” shall have the meaning set forth in Section 3.1.


 


2.4          “Incentive Statement”
shall mean a letter or other correspondence provided by the Company to a
Participant that sets forth the Supplemental Incentive Bonus or Supplemental
Incentive Bonuses that shall be earned by a Participant under the Plan upon the
successful completion of the Performance Criteria with respect to each such
Supplemental Incentive Bonus.


 


2.5          “Participant”
shall mean an Eligible Participant who is selected by the Committee pursuant to
Section 4.1 to participate in this Plan with respect to a Performance
Period.


 


2.6          “Performance Criteria”
shall mean the goals established by the Committee in order for a Supplemental
Incentive Bonus to be earned.


 


2.7          “Performance
Period” shall mean the Company’s fiscal year ended December 31,
2006 or such shorter period during the Company’s fiscal year ended December 31,
2006 established by the Committee in each case during which Performance
Criteria must be met in order for a Supplemental Incentive Bonus to be paid.


 


2.8          “Subsidiary”
shall mean any corporation or other entity (other than the Company) of which
more than 50 percent of its outstanding securities representing the right,
other than as


 

















 


affected by events of default, to vote for the election of directors or
other managers of such corporation or other entity, is owned by such
corporation’s or other entity’s parent and/or one or more of the parent’s other
Subsidiaries.


 


2.9          “Supplemental  Incentive Bonus” shall mean an incentive
bonus that may be earned under this Plan upon the successful completion by a
Participant of the Performance Criteria set forth in an Incentive Statement
delivered by the Company to such Participant.




 


3.             ELIGIBILITY
AND ADMINISTRATION


 


3.1.         Eligibility.  The individuals entitled to participate in
the Plan shall be the Company’s Chief Executive Officer, Chief Financial
Officer, General Counsel any other officer of the Company or any Subsidiary of
the Company and any other employee of the Company or any Subsidiary of the
Company selected by the Committee to participate in the Plan (each, an “Eligible Participant”).


 


3.2.         Administration.  (a) The Plan shall be administered by
the Committee.  The Committee shall have
full power and authority, subject to the provisions of the Plan and subject to
such orders or resolutions not inconsistent with the provisions of the Plan as
may from time to time be adopted by the Board, to: (i) select the
Participants to whom the opportunity to earn Supplemental Incentive Bonuses may
from time to time be offered hereunder; (ii) determine the terms and
conditions, not inconsistent with the provisions of the Plan, of each
Supplemental Incentive Bonus; (iii) determine the time when Supplemental
Incentive Bonuses will be offered and the Performance Period to which they
relate; (iv) affirm the Supplemental Incentive Bonus formula for each
Participant in respect of Performance Periods and certify as to the amount of
the Supplemental Incentive Bonus for each Participant in respect of Performance
Periods; (v) determine whether payment of Supplemental Incentive Bonuses
may be deferred by Participants; (vi) interpret and administer the Plan
and any instrument or agreement entered into or in connection with the Plan; (vii) correct
any defect, supply any omission or reconcile any inconsistency in the Plan or
any Incentive Statement in the manner and to the extent that the Committee
shall deem desirable to carry it into effect; (viii) establish such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take
any other action that the Committee deems necessary or desirable for
administration of the Plan.


 


(b)           Decisions
of the Committee shall be final, conclusive and binding on all persons or
entities, including the Company and any Participant.  A majority of the members of the Committee
may determine its actions and fix the time and place of its meetings.


 


(c)           To
the extent not inconsistent with applicable law or the rules and
regulations of any national securities exchange or the Nasdaq National Market
on which the Company’s securities are listed or qualified for trading, the
Committee may delegate to one or more officers of the Company or a committee of
officers the authority to take actions on its behalf pursuant to the Plan.


 


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4.             AWARDS


 


4.1.         Performance
Period.  (a)  Not later
than March 15, 2006, the Committee shall, in writing, designate one or
more Performance Periods for such fiscal year, and shall (i) determine the
Participants for such Performance Period(s), and (ii) affirm the
Supplemental Incentive Bonus for each Participant for such Performance
Period(s).


 


(b) 
Unless otherwise specified by the Committee, if an Eligible Participant is
selected by the Compensation Committee to be a Participant on a date that is
after the date on which the actions specified in paragraph (a) above have
occurred with respect to an applicable Performance Period, such Participant
shall participate on a pro rata basis with respect to such Performance Period
based upon the effective dates on which such Participant is selected.


 


4.2.         Certification.  As soon as reasonably practicable following the
conclusion of each Performance Period, the amount of Supplemental Incentive
Bonuses shall be reviewed and approved by the CEO.


 


4.3.         Payment
of Supplemental Incentive Bonuses. 
The amount of the award actually paid to a Participant shall be any
amount equal to or less than the Supplemental Incentive Bonus (including zero),
as determined by the Committee in its sole discretion.  The actual amount of the award determined by
the Committee for a Performance Period shall, subject to any deferral permitted
by the Committee, be paid in cash through the payroll service to each
Participant at such time as determined by the Committee in its sole discretion
following the end of the applicable Performance Period.  Each Supplemental Incentive Bonus shall be
earned on the date of payment of such Supplemental Bonus.


 


4.4.         Forfeiture
Upon Termination of Employment.  
If a Participant’s employment is terminated by the Participant or by the
Company or any Subsidiary of the Company for any reason prior to the payment of
the Supplemental Incentive Bonus, the Supplemental Incentive Bonus shall be
forfeited unless otherwise agreed by the Committee.


 


5.             MISCELLANEOUS


 


5.1.         Amendment
and Modification of the Plan. 
The Board may, from time to time, alter, amend or suspend the Plan as it
shall deem advisable and may at any time terminate the Plan.  A Participant shall have no recourse against
the Company, its Subsidiaries or any stockholder, director or officer of the
Company or of any of its Subsidiaries with respect to any amendment or
termination of the Plan.


 


5.2.         Tax
Withholding.  The Company or
any Subsidiary shall have the right to make all payments or distributions
pursuant to the Plan to a Participant, net of any applicable Federal, State and
local taxes required to be paid or withheld. 
The Company or any Subsidiary shall have the right to withhold from
wages, Supplemental Incentive Bonuses or other amounts otherwise payable to
such Participant such withholding taxes, or other deductions, as may be
required by law, authorized by the Participant or to otherwise require the
Participant to pay such withholding taxes. 
If the Participant shall fail to make such tax payments as are required,
the Company or any Subsidiary shall, to the extent permitted by law, have the
right to deduct any such taxes from


 


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any payment of any kind otherwise due to such Participant or to take
such other action as may be necessary to satisfy such withholding or deduction
obligations.


 


5.3.         Right
of Discharge Reserved; Claims to Awards.  Nothing in the Plan nor the offer to earn a
Supplemental Incentive Bonus hereunder shall confer upon any Participant the
right to continue in the employment of the Company or any Subsidiary or affect
any right that the Company or any Subsidiary may have to terminate the
employment of (or to demote or to exclude from future awards under the Plan)
any such Participant at any time for any reason.  Except as specifically provided by the Committee,
the Company shall not be liable for the loss of existing or potential profit
from a Supplemental Incentive Bonus in the event of the termination of
employment of any Participant.  No
Participant shall have any claim to be offered the chance to earn a
Supplemental Incentive Bonus under the Plan, and there is no obligation for
uniformity of treatment of Participants under the Plan.


 


5.4.         Nature
of Payments.  All Supplemental Incentive Bonuses made
pursuant to the Plan are in consideration of services performed or to be
performed for the Company or any Subsidiary, division or business unit of the
Company.  Any income or gain realized
pursuant to a Supplemental Incentive Bonus under the Plan constitute a special
incentive payment to the Participant and shall not be taken into account, to
the extent permissible under applicable law or the applicable employee benefits
plans of the Company or its Subsidiaries, as compensation for purposes of any
of the employee benefit plans of the Company or any Subsidiary except as may be
determined by the Committee or by the Board or board of directors of the
applicable Subsidiary.


 


5.5.         Other
Plans.  Nothing contained in
the Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.


 


5.6.         Severability.  If any provision of the Plan shall be held
unlawful or otherwise invalid or unenforceable in whole or in part by a court
of competent jurisdiction, such provision shall (a) be deemed limited to
the extent that such court of competent jurisdiction deems it lawful, valid
and/or enforceable and as so limited shall remain in full force and effect, and
(b) not affect any other provision of the Plan or part thereof, each of
which shall remain in full force and effect. 
If the making of any payment or the provision of any other benefit
required under the Plan shall be held unlawful or otherwise invalid or
unenforceable by a court of competent jurisdiction, such unlawfulness,
invalidity or unenforceability shall not prevent any other payment or benefit
from being made or provided under the Plan, and if the making of any payment in
full or the provision of any other benefit required under the Plan in full
would be unlawful or otherwise invalid or unenforceable, then such
unlawfulness, invalidity or unenforceability shall not prevent such payment or
benefit from being made or provided in part, to the extent that it would not be
unlawful, invalid or unenforceable, and the maximum payment or benefit that
would not be unlawful, invalid or unenforceable shall be made or provided under
the Plan.


 


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5.7.         Construction.  As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to
be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”


 


5.8.         Unfunded
Status of the Plan.  The Plan
is intended to constitute an “unfunded” plan for incentive compensation and
deferred compensation if permitted by the Committee.  With respect to any payments not yet made to
a Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company.


 


5.9.         Governing
Law.  The Plan and all
determinations made and actions taken thereunder, to the extent not otherwise
governed by the U.S. Internal Revenue Code of 1986, as amended from time to
time, or the laws of the United States, shall be governed by the laws of the
State of Delaware, without reference to principles of conflict of laws that
might result in the application of the laws of another jurisdiction, and shall
be construed accordingly.


 


5.10.       Effective
Date of Plan.  The Plan shall
be effective on the date of the approval of the Plan by the Board.


 


5.11.       Captions.  The captions in the Plan are for convenience
of reference only, and are not intended to narrow, limit or affect the
substance or interpretation of the provisions contained herein.


 


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