ltppformawardagreementfo






Exhibit 10(i)      1 DC: 6300319-4  McCORMICK & COMPANY, INC.  2022 OMNIBUS INCENTIVE PLAN  LONG-TERM PERFORMANCE PLAN AGREEMENT  Performance Cycle ___     The following terms and conditions in this agreement (together with the LTPP Covenants  Addendum attached hereto, this “Agreement”) apply to Long-Term Performance Plan awards granted  under the 2022 Omnibus Incentive Plan by McCORMICK & COMPANY, INC., a Maryland corporation,  with its principal offices in Baltimore County, Maryland (hereinafter called the “Company”).    RECITALS     WHEREAS, the Board of Directors of the Company (the “Board”) believes that the interests of  the Company and its stockholders will be advanced by providing an incentive to senior management to  cause the Company to achieve certain of its financial goals and strategic objectives over a period of  years; and     WHEREAS, the Board approved and adopted the Company’s 2022 Omnibus Incentive Plan (the  “Plan”) on January 25, 2022, effective March 30, 2022, subject to the approval of the Company’s  stockholders; and     WHEREAS, the Company’s stockholders approved the Plan on March 30, 2022; and      WHEREAS, the Plan permits the Company to grant cash-based incentive awards to reward  employees and others for the achievement of performance goals, as well as the grant of restricted stock  units, options and other equity-based awards to align the interests of its employees, directors and others  with the interests of its stockholders; and     WHEREAS, pursuant to the Plan, the Compensation Committee of the Board (with respect to  participating employees that are executive officers) and the Management Committee of the Company  (with respect to all other participating employees) (the Compensation Committee and the Management  Committee being referred to herein as the “Committee” as applicable) have established a Long-Term  Performance Plan, which is intended to provide an inducement to certain senior executives of the  Company to cause the Company to achieve specified financial goals over a period of three years; and     WHEREAS, the Committee has designated the employee (the “Employee”) receiving this award  as a participant in the Long-Term Performance Plan and has established performance goals and  measures, and an incentive award target, for the three year performance cycle beginning on _______,  and ending on _______; and        NOW THEREFORE, in consideration of the foregoing and of the covenants and agreements set  forth below, the parties hereby agree as follows:    1. Grant of Participation Right.  Details of the Employee’s Long-Term Performance Plan  award, including the value of the Employee’s target stock award (in Shares, subject to adjustment based  upon the achievement of pre-established performance goals), for sales and total shareholder return for  the Company are described on the screen captioned “Grants & Awards” in the Computershare website  (the “Screen”).  The award (the “Award”) is for the performance cycle beginning on ________, and  ending on _______ (the “Performance Cycle”).  No award will be paid to the Employee unless the  Company achieves cumulative sales growth of at least __% at the end of the performance cycle.      2. Performance Goals. The total number of Shares that will be payable pursuant to this  Award will be determined by calculating the percentage of the target Award that is earned based on growth  





 






   2  in cumulative sale growth and then adjusting that amount by the “modifier” based on total shareholder  return, as follows:      (a) Cumulative Sales Growth.  The Company’s cumulative sales growth goal for the  Performance Cycle is __%. The Company’s cumulative sales growth will be calculated in  accordance with the applicable Administrative Guidelines.  The target Award will be  earned if, at the end of the Performance Cycle, the Company has achieved the  cumulative sales growth of __%.  The applicable Administrative Guidelines reflect the  percentage of the target Award that will be earned if performance is less than, or greater  than, this performance goal. Regardless of whether the Award is earned at target or at  some lesser or greater percentage than target, the amount of the Award that will be paid  is subject to adjustment based on total shareholder return, as described below    (b) Total Shareholder Return.  The Company’s goal for cumulative total shareholder return,  which includes dividends as well as appreciation in share value, is to rank in the top ____  percent (__%) of its peer group companies.  The Company’s total shareholder return will  be calculated in accordance with the applicable Administrative Guidelines and will be  determined at the end of the Performance Cycle based on a comparison to the total  shareholder returns for the peer companies listed.  Once the total shareholder return is  determined, the percentage of the target Award earned based on cumulative sales  growth (as described above) will be “modified” to reflect the total shareholder return.  The  applicable Administrative Guidelines reflect the “modifier” that will be applied to the target  Award if total shareholder return is less than, or greater than, this performance goal.    3. Vesting.  Vesting refers to the Employee’s right to receive payment of the Employee’s  Award.  The Employee will vest in this Award as follows:    (a) Continuous Employment.  The Employee must (i) be continuously employed by  the Company from the date the Employee is granted the Award until the end of the Performance Cycle,  and (ii) the Employee must be an Employee on the last day of the Performance Cycle, which means that  if the Employee is not continuously employed by the Company from the date of this Agreement through  ________, the Employee will not receive any payment of this Award, except as provided in Sections 3(b),  3(c), 3(d), or 3(e).  Any Award that does not vest is forfeited.    (b) Retirement or Disability. Notwithstanding the provisions of Section 3(a) hereof, if  the Employee’s termination prior to the completion of the Performance Cycle is due to Retirement or  Disability, the Employee will be paid an Award at the end of the Performance Cycle based on the  Company’s actual sales growth and total shareholder return for the Performance Cycle, multiplied by a  fraction, the numerator of which is the number of whole months in the Performance Cycle completed by  the Employee as of the date of the termination due to Retirement or Disability (plus one (1) if the  Employee completed at least one day of any additional month), and the denominator of which is thirty-six  (36).  Such amount shall be paid in accordance with the terms of Section 5 (“Payment”); payment will not  be accelerated.         For purposes of this Agreement, “Retirement” means termination of employment  at or after age 55.      (c) Qualifying Termination.  Notwithstanding the provisions of Section 3(a) hereof, if  the Employee has a Qualifying Termination (as such term is defined in the McCormick & Company  Incorporated Severance Plan for Executives (“Severance Plan”)) prior to the completion of the  Performance Cycle, the Employee will receive the Award the Employee would have received for the  Performance Cycle, based on the Company’s actual sales growth and total shareholder return during the  Performance Cycle, multiplied by a fraction, the numerator of which is the number of whole months in the  Performance Cycle completed by the Employee as of the date of the Qualifying Termination (plus one (1)  if the Employee completed at least one day of any additional month in the Performance Cycle), and the  





 






   3  denominator of which is thirty-six (36).  Such amount shall be paid in accordance with the terms of  Section 5 (“Payment”); payment will not be accelerated.    (d) Death.  Notwithstanding the provisions of Section 3(a) hereof, if the Employee’s  termination prior to the completion of the Performance Cycle is due to death, the deceased Employee’s  personal representative will be paid the Award the Employee would have received, had all performance  objectives been achieved at target for the Performance Cycle, multiplied by a fraction, the numerator of  which is the number of whole months in the Performance Cycle completed by the Employee as of the  date of death (plus one (1) if the Employee completed at least one day of any additional month in the  Performance Cycle), and the denominator of which is thirty-six (36).  Such award shall be settled or paid  immediately.  The Award will be settled in Shares based on the fair market value of a Share immediately  prior to the Employee’s death.     (e) Change in Control Termination.  Notwithstanding the provisions of Section 3(a)  hereof, if the Employee has a Change in Control Termination (as such term is defined in the Severance  Plan) prior to completion of the Performance Cycle, the Employee will receive the award that the  Employee would have received, had all performance objectives been achieved at target for the  Performance Cycle. Such award shall be settled or paid immediately.  The Award will be settled in cash  based on the fair market value of a Share immediately prior to the Change of Control (as such term is  defined in the Plan).    4. Non-Transferability. The rights granted to the Employee pursuant to this Agreement  shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the term  of this Agreement.  Any Award payable under this Agreement shall be paid only to the Employee, or in the  event of the Employee’s death or disability, to authorized legal representatives.    5. Payment.  Except as provided in Section 3(d) and (e) (relating to payments at target level  following death or a Change in Control Termination), before any Award is paid hereunder, the Committee  must certify (by resolution or otherwise) that the performance criteria set forth in this Agreement have  been satisfied.  Unless otherwise provided by the Committee or in this Agreement, any Award earned  hereunder shall be paid as soon as practicable after the Committee has certified that the applicable goals  and terms of such awards have been satisfied and not before the end of the Performance Cycle or later  than the fifteenth (15th) day of ______. The Award will be paid in Shares unless the Committee, in its sole  discretion, decides to pay the Award in cash.    6. Successor.  This Award shall be binding upon and inure to the benefit of any successor  or successors of the Company.    7. Compliance with Law.  The Company shall make reasonable efforts to comply with all  applicable federal and state securities laws.  Notwithstanding any other provision of this Agreement, the  Company shall not be obligated to issue any Shares or pay any cash pursuant to this Agreement if the  doing so would result in a violation of any law.     8. Section 409A of the Internal Revenue Code.      (a) It is intended that the Award and this Agreement shall qualify as a short-term  deferral arrangement described in Treas. Reg. § 1.409A-1(b)(4), and any successor thereto, and that, as  a result, the Award and this Agreement shall not be subject to the provisions of section 409A of the Code  (“Section 409A”).  This Agreement and the Plan shall be administered in a manner consistent with the  foregoing intent, and any provision that would cause such Award or this Agreement to be subject to  Section 409A shall have no force or effect until this Agreement is amended to avoid the application of  Section 409A (which amendment may be retroactive to the extent permitted by Section 409A and may be  made by the Company without the Employee’s consent). However, should this Award be subject to  Section 409A and if the Employee is a “Specified Employee” (within the meaning of Section  409A(a)(2)(B)(i) of the Code) as of the date of the Employee’s “separation from service” (within the  meaning of Treas. Reg. § 1.409A-1(h)), then any payment that would otherwise be made upon the date of  





 






   4  the separation from service or within the first six months thereafter will not be made on the originally  scheduled date(s) and will instead be issued in a lump sum on the date that is six months and one day  after the date of the separation from service, with the balance of any payment issued thereafter in  accordance with the original payment schedule, but if and only if such delay in the payment is necessary  to avoid the imposition of taxation on the Employee in respect of the payment under Section 409A.     9. Severability.  The provisions of this Agreement are severable and if any one or more  provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining  provisions shall nevertheless be binding and enforceable.    10. Relation to Plan.  This Agreement is subject to the terms and conditions of the Plan.  In  the event of any inconsistency or conflict between this Agreement and the Plan, the Plan shall govern.   The Plan and this Agreement shall be administered by the Committee in accordance with the provisions  of section 4 of the Plan.  Except as expressly provided in this Agreement, capitalized terms used herein  shall have the meanings ascribed to them in the Plan or on the Screen.    11. Withholding.  The Company (and/or the Employee’s local employer) shall, in its  discretion, have the right to deduct or withhold from payments of any kind otherwise due to the Employee,  or require the Employee to remit to the Company (and to the Employee’s local employer), an amount  sufficient to satisfy taxes imposed under the laws of any country, state, province, city or other jurisdiction,  including but not limited to income taxes, capital gain taxes, transfer taxes, and social security  contributions that are required by law to be withheld with respect to the payment of the Plan, payment of  shares or cash under this Agreement, the sale of Shares acquired hereunder, and/or payment of  dividends on Shares acquired hereunder, as applicable.    12. No Right to Continued Employment.  Neither the Plan, this Agreement, the grant of the  participation rights under the Long-Term Performance Plan, or the payment of cash or Shares under this  Agreement, gives the Employee any right to continue to be employed by the Company (or the Employee’s  local employer), or restricts, in any way, the Employee’s right (or the right of the Employee’s local  employer), to change the Employee’s compensation or other benefits or to terminate the Employee’s  employment at any time for any reason not specifically prohibited by law.    13. Discretionary Nature of the Plan.  By accepting this Award, the Employee agrees to be  bound by this Agreement and the Plan and acknowledge that:    (a) The Award hereunder, and any future awards under the Long-Term Performance  Plan and the Plan are entirely within the discretion of the Committee and the Company and shall not be  deemed to create any obligation on the part of the Committee or the Company to grant any other awards,  whether or not such a reservation is explicitly stated at the time of such an award.  The Company has the  right, at any time and/or on an annual basis, to amend, suspend or terminate the Plan; provided, however,  that no such amendment, suspension, or termination shall adversely affect the Employee’s rights  hereunder.    (b) The Plan shall not be deemed to constitute, and shall not be construed by the  Employee to constitute, part of the terms and conditions of employment, and neither the Company nor the  Employee’s local employer shall incur any liability of any kind to the Employee with respect to the terms  and conditions of employment as a result of any change or amendment, or any cancellation, of the Plan at  any time.    14. Forfeiture of Gain. The Employee will forfeit (a) the Award made hereunder and (b) any  Long-Term Performance Plan award for any earlier performance cycles, if the Employee takes any action  in violation or breach of, or in conflict with this Agreement (including the LTPP Covenants Addendum),  any employment agreement, non-competition agreement, any agreement prohibiting solicitation of  employees or clients of the Company or any affiliate thereof or any confidentiality obligation with respect  to the Company or any affiliate thereof or otherwise in competition with the Company or any affiliate  thereof.  The Company shall annul (a) the Award made hereunder and (b) any Long-Term Performance  





 






   5  Plan award for any earlier performance cycles, if the Employee is terminated for Cause or otherwise as  required under the Plan.        15. Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any  documents related to current or future participation in the Plan by electronic means or request the  Employee’s consent to participate in the Plan by electronic means.  The Employee hereby consents to  receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or  electronic system established and maintained by the Company or a third party designated by the  Company.    16. Governing Law and Venue.  All disputes arising under or growing out of the Award or  the provisions of this Agreement, including the LTPP Covenants, shall be governed by and construed in  accordance with the laws of the State of Maryland, United States of America, as provided in the Plan,  without regard to such state’s conflict of laws rules.  If any dispute arises directly or indirectly from the  relationship of the parties evidenced by this Award and this Agreement, including the LTPP Covenants,  the parties hereby submit to and consent to the exclusive jurisdiction of the State of Maryland and agree  that such litigation shall be conducted only in the courts of Baltimore County, Maryland, and no other  courts, where the grant of this Award is made and/or to be performed.    17. Imposition of Other Requirements.  The Company reserves the right to impose other  requirements on the Employee’s participation in the Plan to the extent the Company determines it is  necessary or advisable to comply with the law or facilitate the administration of the Plan, and to require  the Employee to sign any additional agreements or undertakings that may be necessary to accomplish  the foregoing.    18. Acceptance of Award.  In consideration for the Award granted herein and by accepting  this Agreement, the Employee agrees and acknowledges that:    (a) The Long-Term Performance Plan awards previously granted to the Employee for  prior performance cycles and this Award are subject to the LTPP Covenants Addendum attached hereto,  the terms of which are fully incorporated herein.    (b) The grant of this Award and any future awards under the Plan are entirely  voluntary, and at the complete discretion of the Company.  Neither the grant of this Award, nor any future  grant of an award by the Company, shall be deemed to create any obligation to grant any other awards,  whether or not such a reservation is explicitly stated at the time of any such grant.  The Board has the  right, at any time, to amend, suspend, discontinue or terminate the Plan, this Award, and/or this  Agreement; provided, that the Employee’s consent to such action shall be required unless the  Administrator determines that the action, taking into account any related action, would not materially and  adversely affect the Employee’s rights under the Plan; provided, however, that no such action by the  Board shall adversely affect the Employee’s rights hereunder without the consent in writing of the  Employee or a beneficiary who has become entitled to the award.     (c) Neither the Company, the Employee’s local employer, nor any member of the  Board or of the Committee shall have any liability of any kind to the Employee for any action taken or not  taken in good faith under the Plan; for any change, amendment, or cancellation of the Plan or this Award;  or for the failure of the award to realize intended tax consequences or to comply with any other law,  compliance with which is not required on the part of the Company.     (d) The Employee has reviewed the Plan, this Agreement, and the Screen in their  entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement, and  fully understands all provisions of the Plan, this Agreement, and the Screen.           





 






   6  (e) The Employee fully understands that, notwithstanding any other provision in this  Agreement (including the LTPP Covenants Addendum), nothing in this Agreement prohibits Employee  from making any communication Employee is permitted to make by law to the extent the law would  override any contrary restrictions on such communication in this Agreement; for example, nothing in this  Agreement prohibits Employee from reporting possible violations of law to a responsible government  authority, or requires Employee to seek authorization from the Company or to notify the Company if  Employee makes such reports.  





 






   7  LTPP Covenants Addendum  In consideration for the benefits made available under the Plan, the Employee agrees to the  covenants set forth in this LTPP Covenants Addendum (this “Addendum”) (whether or not the Employee’s  Award is paid).  The covenants in this Addendum do not supersede, restrict or otherwise limit the  Employee’s obligations under any other covenants applicable in connection with the Employee’s  employment with or service to the Company.  1. Invention Assignment.   Any and all inventions and discoveries that the Employee makes while in the employ of the  Company relating directly or indirectly to or useful in any activity or enterprise of the Company shall belong  to the Company, whether discovered during or after regular working hours.  The Employee will, upon  request of the Company, make application for a patent on any such invention or discovery that the  Employee may make, and will, upon request of the Company, make and execute any and all assignments  in writing which may be deemed by the Company as proper to assign and transfer to the Company all the  right, title and interest of the Employee in and to any and all such patents or patent rights issued by the  United States or any other country in which the Employee may have any interest during the term of said  employment.  The Company will assume the expenses of preparing, applying for, and registering any such  patents or assignments.  2. Confidentiality.  During the period of the Employee’s employment with the Company, the Employee may have been  exposed to confidential, proprietary information and trade secrets of the Company or its customers.  The  Employee understands that maintenance of the proprietary character of such information to the fullest  extent possible is important to the Company.  Accordingly for so long as any such confidential information  and trade secrets may remain confidential, secret, or otherwise wholly or partially protected either during  or after such employment, the Employee will not use or divulge such information except as specifically  permitted by the Company.  3. Non-Competition and Non-Solicitation.  During the period of the Employee’s employment with the Company, and the period continuing after  the Employee’s termination of employment (for any reason) for the Restrictive Period (as defined below) or,  in the case of a Change in Control Termination (as such term is defined in the McCormick & Company  incorporated Severance Plan for Executives (“Severance Plan”), the Restrictive CIC Period (not to exceed  two (2) years), the Employee will not (a) seek or accept employment, directly or indirectly, with any entity  that directly competes with the Company, including its subsidiaries and affiliates, in its and their core product  categories, in any capacity involving the performance of services like or related to the services that the  Employee performed for the Company at any time during the past seven (7) years; or (b) solicit for the  benefit of any competitor of the Company any entity or person who was or is a customer or employee of  the Company as of the Employee’s termination date.    For purposes of this Addendum, “Restrictive Period” and “Restrictive CIC Period” are specified  in the following table:   Chief Executive Officer All Others  Restrictive Period 11⁄2 years 1 year  Restrictive CIC Period 21⁄2 years 2 years  





 






   8  4. Nondisparagement.  The Employee will not communicate, make or cause to be made, any derogatory, defamatory or  disparaging remarks, statements or communications about the Company or any related or affiliated entities  and persons, including the personal and/or business reputations, practices, products, services or conduct  of the Company, or any related or affiliated entities and persons; this includes in-person communications,  electronic communications, and communication via social media websites.  Likewise, no officer or director  of the Company will communicate any derogatory, defamatory or disparaging remarks, statements or  communications about the Employee.  5. Cooperation.  The Employee will answer any questions that may arise and make himself or herself reasonably  available to assist the Company in its transition following the Employee’s termination of employment and to  cooperate with any other reasonable requests by the Company which may require the Employee’s services  after termination of employment.  For purposes of this Addendum, the transition period shall be for the one  (1) year period following the Employee’s termination of employment for any reason.  The Employee will not  seek or be entitled to any additional compensation for such assistance or cooperation.  6. Company Property.  The Employee will promptly return to the Company all property belonging to the Company (but in  no event later than the Employee’s termination date), including all keys, phones, computers, mobile phones,  credit cards, computer and other passwords, equipment and supplies, as well as all documents prepared  by or for the Company, and not otherwise made available to the general public.  7. Protected Whistleblower Activities  Notwithstanding the foregoing, nothing in this Addendum, the Agreement, the Plan or any other  agreement with Employer prohibits Employee from reporting or disclosing any actual, possible or potential  violation of any federal, state or local law or regulation to any governmental agency or entity, or making  other reports or disclosures that are protected under the whistleblower provisions of any federal, state or  local law or regulation, in each such case without any prior authorization of, or prior, contemporaneous or  subsequent notice to, the Employer.  Under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), Employee  may be entitled to immunity for certain disclosures to the Employee’s attorney or government officials.