EXHIBIT 10(p)


 


12-18-2008


 


BEMIS DEFERRED
COMPENSATION PLAN


(As Amended
Effective January 1, 2009)


 


 


Section 1.                                                  Purpose of Plan.  The
purpose of the Bemis Deferred Compensation Plan (the “Plan”) is to enable
directors to accumulate additional funds for retirement or other future needs
by deferring current income.  The Plan is
intended to comply with the requirements of Code §409A and will be construed
and administered consistent with that intent.


 


Section 2.                                                  Definitions.  The following definitions shall
apply for purposes of this Plan:


 


(a)                                  “Account” means an Account established pursuant
to Section 6.


 


(b)                                 “Beneficiary” means the person or persons a
Participant designates as such on his or her Participation Agreement or by
means of a separate written designation filed with the Company.  The Participant may alter or revoke such
designation without the consent of the Beneficiary.  If there is no such designation in effect at
the time of the Participant’s death, or none of the designated Beneficiaries
survives the Participant, the Participant’s estate shall be the
Beneficiary.  If a Beneficiary survives
the Participant, but dies before payment of all amounts to which the
Beneficiary is entitled, any remaining payments will be made to the Beneficiary’s
estate, unless the Participant designates otherwise.


 


(c)                                  “Board” means the board of directors of the
Company, and includes any executive committee thereof authorized to act for the
board of directors.


 


(d)                                 “Committee” means the Bemis Employee Benefits
Committee.


 


(e)                                  “Company” means Bemis Company, Inc., a
Missouri corporation.


 


(f)                                    “Participant” means an individual designated as
such pursuant to Section 4.


 


(g)                                 “Participation Agreement” is the agreement
entered into between a Participant and the Company regarding participation in
this Plan.


 


(h)                                 “Plan Year” means the twelve month period ending
each December 31, and corresponds to the fiscal year of the Participating
Employers.


 

















 


(j)                                     “Separation from Service” for purposes of the
Plan occurs on the date the individual ceases to be a director of the Company.


 


Section 3.                                                  Administration of Plan.  The
Plan shall be administered in behalf of the Company by the Committee, subject
to the following:


 


(a)                                  The Committee shall have discretionary authority
to construe the terms of the Plan and to make all decisions and interpretations
incident thereto.  The Committee may from
time to time adopt such rules for the administration of the Plan as it
deems appropriate.


 


(b)                                 The decision of the Committee on any matter
affecting the Plan or the rights and obligations arising under the Plan shall
be final and binding upon all persons.


 


(c)                                  The Committee shall enter into a Participation
Agreement with each Participant.  Such
Agreements may be executed in behalf of the Committee by one or more members
thereof.


 


(d)                                 As of the beginning of each Plan Year the
Committee shall approve the value of each Account and shall review all other
calculations made under the Plan.


 


Section 4.                                                  Eligibility to Participate.  Each
director of the Company who is not an employee is a Participant.  The terms of a Participant’s deferral
election shall be set forth in a Participation Agreement executed by the
Participant and Committee.


 


Section 5.                                                  Deferral of Compensation.  Each
Plan Year a Participant may elect to have his or director fees with respect to
that Plan Year reduced by an amount or percentage designated by the
Participant, subject to the following:


 


(a)                                  The reduction must be specified in a written
Participation Agreement filed with the Committee.  Participation Agreements are subject to the
following:


 


(1)                                        Elections by a non-employee director with regard
to deferral of director fees must be made not later than December 31 of
the Plan Year preceding the Plan Year the fees are earned.


 


(2)                                        However, a non-employee director may make his
initial deferral election not later than thirty days after the date he becomes
a director.  In such cases, the deferral
election will apply to fees earned in calendar quarters after the quarter the
election is made.


 


(b)                                 The amount by which a Participant’s director
fees are reduced will be credited to his Account as provided in Section 6.


 


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Section 6.                                                  Participant Accounts.  An
Account shall be established for each Participant who elects to defer
compensation pursuant to Section 5, subject to the following:


 


(a)                                  As part of his election to defer all or a part
of his director fees, the Participant shall designate whether the deferral
amount will be credited 100% to Account A, 100% to Account B, or 50% to Account
A and 50% to Account B.  Account A will
be credited with interest as specified in subsection (b).  Account B will be adjusted up or down to
reflect the market performance and dividends on common stock of the Company, as
provided in subsection (c).  Director
fees which are deferred will be credited to Account A and/or Account B as of
the first day of the month in which the director fees would have been paid but
for the deferral.


 


(b)                                 Amounts a Participant elects to have credited to
his Account A will be credited with interest each Plan Year at an annual rate
equal to the published prime rate in effect on the first business day of said
Plan Year by a bank designated by the Company. 
Said interest will be accrued and compounded quarterly.


 


(c)                                  Amounts a Participant elects to have credited to
his Account B will be adjusted to reflect the performance of common stock of
the Company as follows:


 


(1)                                        Amounts credited to Account B as of the first
day of any month as a result of a non-employee director=s election to defer director fees, will be
converted to phantom units by dividing the dollar amount credited by the
closing price of a share of the Company=s common stock on the New York Stock Exchange on
the first business day of that month.


 


(2)                                        Phantom units outstanding on the record date for
a dividend on the Company=s common stock will be credited with dividends
on said phantom units in a dollar amount per unit equal to the actual dividend
on the Company=s common stock.  Each such
dividend will be converted to additional phantom units as of the dividend
payment date with the number of additional units to be determined by dividing
the aggregate dividend on the existing phantom units by the closing price of a
share of the Company=s common stock on the New York Stock Exchange on
said dividend payment date.


 


(3)                                        As of the first business day of any month in
which a payment is to be made to a Participant or a Beneficiary under the Plan,
the phantom units with respect to which payment is being made will be converted
back to a dollar amount by multiplying each phantom unit by the average closing
price of a share of the Company=s common stock on the New York Stock Exchange on
the last 20 trading days of the preceding month.


 


(4)                                        The Committee may adjust the number of phantom
units credited to a Participant=s Account to reflect the effect of stock
dividends, splits, reverse


 


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splits, or any other adjustments
for which the Committee deems such an adjustment to be appropriate.


 


(d)                                 During the Plan Year in which the Participant
has a Separation from Service, he may direct that all or any part of his units
in Account B be converted to a fixed dollar amount and transferred to Account
A.  The fixed dollar amount shall be
determined as of January 1 of the Plan Year following the Plan Year in
which the election is made and will be determined by multiplying the number of
phantom units which are being converted by the average closing price of a share
of the Company=s common stock on the New York Stock Exchange on the last 20 trading
days of the preceding December.


 


Section 7.                                                  Payment of Benefits.  As part
of his deferral election, a Participant shall designate the year or years in
which the deferred amounts will be paid to him. 
A Participant may designate that the entire amount will be paid in one
year, or that payment will be made in annual installments over a period of five
or ten years beginning with a designated year. 
Such elections are subject to the following:


 


(a)                                  A designation may designate a particular year
for commencement of payments (e.g., 2010) or the commencement date may be by
reference to the Plan Year following the year of the Participant’s Separation
from Service.


 


(b)                                 If the Participant designates that payments will
occur over a period of five or ten years, the amount payable in a particular
year will be equal to his Account balance divided by the number of remaining
installments including the current installment. 
Payments will come pro rata from Account A and Account B, in proportion
to the relative values of the Accounts from which payment is being made.


 


(c)                                  In the event of a Participant’s death, payments
will be made to his Beneficiary in installments over the five year period
beginning with the year following the Participant’s death.  However, a Participant may as part of his
deferral election designate some other form of payment with regard to death
benefits, provided, however that in any event all death benefit payments must
be completed not later than ten years following the Participant’s death.


 


(d)                                 Amounts payable in a particular Plan Year will
be paid in January of that Plan Year. 
However, a payment due to Separation from Service will not be paid until
six months after the Separation from Service.


 


Section 8.                                                  Miscellaneous Provisions.


 


(a)                                  No Participant or Beneficiary shall have any
right to assign, pledge, transfer or otherwise hypothecate this Plan or the
payments hereunder, in whole or in part. 
Benefits under this Plan will not be subject to execution, attachment,
garnishment or similar process.


 


(b)                                 This Plan constitutes the Company’s
unconditional promise to pay the amounts which become payable pursuant to the
terms hereof.  A Participant’s rights are
solely those


 


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of an unsecured creditor.  This Plan does not give any Participant or
Beneficiary a security interest in any specific assets of the Company.  Accounts are for bookkeeping purposes only,
and do not require any segregation of assets.


 


(c)                                  In the event of a dispute over whether a
Participant is eligible for a benefit hereunder (or the amount thereof), the
Participant is responsible for paying any costs he or she incurs in pursuing
said claim, including his or her legal expenses and attorney fees, and the
Company is responsible for payment of any costs, legal expenses and attorney
fees it incurs.


 


(d)                                 The provisions of this Agreement shall be
construed and enforced according to the laws of Wisconsin.


 


(e)                                  This Agreement shall be binding upon and for the
benefit of the successors and assigns of the Company, whether by way of merger,
consolidation, operation of the law, assignment, purchase or other acquisition
of substantially all of the assets or business of the Company, and any such
successor or assign shall absolutely and unconditionally assume all of the
Company’s obligations hereunder.


 


(f)                                    In addition to any other applicable provisions
of indemnification, the Company agrees to indemnify and hold harmless, to the
extent permitted by law, each member of the Committee (collectively referred to
herein as “Indemnitee”) against any and all liabilities, losses, costs or
expenses (including legal fees) of whatsoever kind and nature which may be
imposed on, reasonably incurred by or asserted against such person at any time
by reason of such person’s services in connection with the Plan, but only if
such person did not dishonestly or in bad faith or in willful violation of the
law or regulations under which such liability, loss, cost or expense
arises.  The Company shall have the
right, but not the obligation, to select counsel and control the defense and
settlement of any action against the Indemnitee for which the Indemnitee may be
entitled to indemnification under this provision.


 


(g)                                 The Plan formerly allowed certain executives of
the Company to defer amounts from their bonuses.  All such deferrals were completed prior to
2005 and are being paid in accordance with the Plan as previously in effect.


 


(h)                                 The Plan may be amended from time to time by the
Company, by action of the Board, the Committee, or an officer of the Company to
whom the Board or Committee has delegated such authority.


 


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