exv10w2






Exhibit 10.2




THE J. M. SMUCKER COMPANY




DEFERRED STOCK UNITS AGREEMENT

(For Non-U.S. Taxpayers)

[(With Dividend Equivalents)]



     WHEREAS, __________ (the “Grantee”) is an employee of The J. M. Smucker Company, an Ohio
corporation (the “Company”), or one of its Subsidiaries; and



     WHEREAS, the execution of an agreement in the form hereof (this “Agreement”) has been
authorized by a resolution of the Executive Compensation Committee (the “Committee”) of the Board,
pursuant to The J. M. Smucker Company 2010 Equity and Incentive Compensation Plan (the “Plan”), as
of __________ (the “Date of Grant”);



     NOW, THEREFORE, the Company hereby grants to the Grantee __________ Deferred Stock Units (the
“Deferred Stock Units”), effective as of the Date of Grant, subject to the terms and conditions of
the Plan and the following additional terms, conditions, limitations and restrictions.



ARTICLE I




DEFINITIONS



     All terms used herein with initial capital letters and not otherwise defined herein that are
defined in the Plan shall have the meanings assigned to them in the Plan.



ARTICLE II




CERTAIN TERMS OF THE DEFERRED STOCK UNITS




	1.	 	     Grant of Deferred Stock Units. The Deferred Stock Units covered by this Agreement
are granted to the Grantee effective on the Date of Grant and are subject to and granted upon
the terms, conditions and restrictions set forth in this Agreement and in the Plan. The
Deferred Stock Units shall become vested in accordance with Article II, Section 3 hereof.
Each Deferred Stock Unit shall represent the right to receive one Common Share when the
Deferred Stock Unit vests and shall at all times be equal in value to one hypothetical Common
Share. The Deferred Stock Units will be credited to the Grantee in an account established for
the Grantee until payment in accordance with Article II, Section 4 hereof.






	2.	 	     Restrictions on Transfer of Deferred Stock Units. Neither the Deferred Stock Units
granted hereby [(and any applicable dividend equivalents)], nor any interest therein or in the
Common Shares related thereto, shall be transferable prior to payment other than by will or
pursuant to the laws of descent and distribution (or to a designated beneficiary in the event
of the Grantee’s death).




 









 












	3.	 	     Vesting of Deferred Stock Units.






	 	(a)	 	     The Deferred Stock Units shall become vested on the fourth anniversary of
the Date of Grant, which such date will be __________ (the “Vesting Date”), if the
Grantee shall have remained in the continuous employ of the Company or a Subsidiary
during that four-year period. Any Deferred Stock Units not vested will be forfeited,
except as provided in Article II, Section 3(b) below. Deferred Stock Units may also
be forfeited in the event the Committee determines the Grantee has engaged in
Detrimental Activity as such term is defined in the Plan.
	 
	 	(b)	 	     Notwithstanding the provisions of Article II, Section 3(a), all of the
Deferred Stock Units shall immediately become nonforfeitable if (i) the Grantee dies
or becomes permanently disabled while in the employ of the Company or a Subsidiary
during the four-year period from the Date of Grant, (ii) at any time during the
four-year period from the Date of Grant, the Grantee is age 60 with at least ten
years of service with the Company, or (iii) a Change in Control occurs during the
four-year period from the Date of Grant while the Grantee is employed by the Company
or a Subsidiary (each, a “Vesting Event”).






	4.	 	     Issuance of the Common Shares.






	 	(a)	 	     The Company will issue to the Grantee the Common Shares underlying the
vested Deferred Stock Units as soon as practicable, but not later than 10 days, after
the Vesting Date or, if earlier, upon the occurrence of a Vesting Event.
	 
	 	(b)	 	     Except to the extent permitted by the Company and the Plan, no Common
Shares may be issued to the Grantee at a time earlier than otherwise expressly
provided in this Agreement.
	 
	 	(c)	 	     The Company’s obligations to the Grantee with respect to the Deferred Stock
Units will be satisfied in full upon the issuance of the Common Shares corresponding
to such Deferred Stock Units.






	5.	 	     Dividend, Voting and Other Rights.






	 	(a)	 	     The Grantee shall have no rights of ownership in the Deferred Stock Units
[except for a right to dividend equivalents payable in cash on a current basis on the
Common Shares underlying the Deferred Stock Units as provided in Article II, Section
5(b) below (“dividend equivalents”), ]and shall have [no right to dividends and ]no
right to vote Deferred Stock Units until the date on which the Common Shares
underlying the Deferred Stock Units are transferred to the Grantee pursuant to
Article II, Section 4 above.
	 
	 	[(b) 	 	     Subject to the forfeiture of Deferred Stock Units as provided for in this
Agreement, the Company shall pay the Grantee dividend equivalents on the Common
Shares underlying the Deferred Stock Units on a current





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	 	 	 	basis in cash as if such Common Shares were actually issued to the Grantee.]
	 
	 	([c]) 	 	     The obligations of the Company under this Agreement will be merely that of
an unfunded and unsecured promise of the Company to deliver Common Shares in the
future, and the rights of the Grantee will be no greater than that of an unsecured
general creditor. No assets of the Company will be held or set aside as security for
the obligations of the Company under this Agreement.





ARTICLE III




GENERAL PROVISIONS




	1.	 	     Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal, state and foreign securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Company shall not be obligated to
issue any Common Shares pursuant to this Agreement if the issuance thereof would result in a
violation of any such law.






	2.	 	     Compliance with Section 409A of the Code. To the extent that the Grantee is or
becomes subject to payment of U.S. tax, then appropriate adjustments may be made if necessary
to make the awards comply with (or be exempt from) Section 409A of the Code. Reference to
Section 409A of the Code will also include any proposed, temporary or final regulations, or
any other guidance, promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service.






	3.	 	     Withholding Taxes. To the extent that the Company or any Subsidiary is required to
withhold federal, state, local or foreign taxes in connection with the Deferred Stock Units[,
any applicable dividend equivalents] or the issuance of Common Shares pursuant to this
Agreement, and the amounts available to the Company or such Subsidiary for such withholding
are insufficient, it will be a condition to the issuance of such Common Shares that the
Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes
required to be withheld. The Grantee hereby elects to satisfy this withholding obligation by
having withheld, from the Common Shares otherwise deliverable to the Grantee, Common Shares
having a value equal to the amount required to be withheld. The Common Shares so retained
shall be credited against such withholding requirement at the Market Value per Share on the
date of such retention. In no event, however, shall the Company withhold Common Shares for
payment of taxes in excess of the minimum amount of taxes required to be withheld.






	4.	 	     Continuous Employment. For purposes of this Agreement, the continuous employment of
the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and
the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary,
by reason of the (a) transfer of his employment among the Company and its Subsidiaries or (b)
a leave of absence approved by a duly constituted officer of the Company or a Subsidiary.




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	5.	 	     Right to Terminate Employment. No provision of this Agreement shall limit in any way
whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the
employment of the Grantee at any time. Nothing herein shall be deemed to create a contract or
a right to employment with respect to the Grantee.






	6.	 	     Relation to Other Benefits. Any economic or other benefit to the Grantee under this
Agreement or the Plan shall not be taken into account in determining any benefits to which the
Grantee may be entitled under any profit-sharing, retirement, or other benefit or compensation
plan maintained by the Company or a Subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan covering
employees of the Company or a Subsidiary.






	7.	 	     Amendments. Any amendment to the Plan shall be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto; provided,
however, that no amendment shall impair the rights of the Grantee under this Agreement
without the Grantee’s consent; further provided, however, that the Grantee’s
consent shall not be required to an amendment that is deemed necessary by the Company to
ensure compliance with Section 409A of the Code or the Dodd-Frank Wall Street Reform and
Consumer Protection Act or any regulations promulgated thereunder.






	8.	 	     Severability. In the event that one or more of the provisions of this Agreement
shall be invalidated for any reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions hereof, and the
remaining provisions hereof shall continue to be valid and fully enforceable.






	9.	 	     Relation to Plan. This Agreement is subject to the terms and conditions of the Plan.
In the event of any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern. The Committee acting pursuant to the Plan, as constituted from time to
time, shall, except as expressly provided otherwise herein, have the right to determine any
questions which arise in connection with the grant of the Deferred Stock Units.






	10.	 	     Nature of Grant. The Grantee agrees that: (a) the Plan is established voluntarily by
the Company, it is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time; (b) the grant of Deferred Stock Units is voluntary and
occasional and does not create any contractual or other right to receive future grants of
Deferred Stock Units, or benefits in substitution of Deferred Stock Units, even if Deferred
Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future
Deferred Stock Unit grants will be at the sole discretion of the Company; (d) participation in
the Plan is voluntary; (e) the Deferred Stock Units are not a part of normal or expected pay
package for any purposes; and (f) in consideration of the grant of Deferred Stock Units, no
claim or entitlement to compensation or damages will be created by any termination of the
Deferred Stock Units or diminution in value of the Deferred Stock Units, and the Grantee
releases the Company and its Subsidiaries from any such claim that may arise. If any such
claim is found by a court of competent jurisdiction to have been created, then, by signing
this





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	 	 	     Agreement, the Grantee will be deemed irrevocably to have waived the Grantee’s entitlement
to pursue such claim.






	11.	 	     Data Privacy. The Grantee explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of the Grantee’s personal data as described in
this Agreement by and among the Company and its Subsidiaries for the exclusive purpose of
implementing, administering and managing the Grantee’s participation in the Plan. The Grantee
understands that the Company and its Subsidiaries hold (but only process or transfer to the
extent required or permitted by local law) the following personal information about the
Grantee: the Grantee’s name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title, any Common
Shares or directorships held in the Company, details of all options or any other entitlement
to Common Shares awarded, canceled, exercised, vested, unvested or outstanding in the
Grantee’s favor, for the purpose of implementing, administering and managing the Plan
(“Data”). The Grantee understands that Data may be transferred to third parties assisting in
the implementation, administration and management of the Plan, including [List
administrator(s)], that these recipients may be located in the Grantee’s country or elsewhere
(including countries outside of the European Union or the European Economic Area, such as the
United States of America), and that the recipient’s country may have different data privacy
laws and protections than those that apply in the Grantee’s country. The Grantee understands
that the Grantee may request a list with the names and addresses of any potential recipients
of the Data by contacting the Grantee’s local human resources representative. The Grantee
authorizes these recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the
Grantee’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom the Grantee may elect to deposit any
shares acquired upon the vesting of the Deferred Stock Units. The Grantee understands that
Data will be held only as long as is necessary to implement, administer and manage the
Grantee’s participation in the Plan and in accordance with local law. The Grantee understands
that the Grantee may, at any time, view Data, request additional information about the storage
and processing of Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing the Grantee’s local human
resources representative. The Grantee understands, however, that refusing or withdrawing the
Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more
information on the consequences of the Grantee’s refusal to consent or withdrawal of consent,
the Grantee hereby understands that the Grantee may contact the Grantee’s local human
resources representative.






	12.	 	     Electronic Delivery. The Company may, in its sole discretion, deliver any documents
related to the Deferred Stock Units and the Grantee’s participation in the Plan, or future
awards that may be granted under the Plan, by electronic means or to request the Grantee’s
consent to participate in the Plan by electronic means. The Grantee consents to receive such
documents by electronic delivery and, if requested, agrees to participate in the Plan through
an on-line or electronic system established and maintained by the Company or another third
party designated by the Company.




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	13.	 	     Governing Law. This Agreement is made under, and shall be governed by and construed
in accordance with the internal substantive laws of the State of Ohio.





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     This Agreement is executed by the Company as of the _____ day of _________.



	 	 	 	 	 
	 	THE J. M. SMUCKER COMPANY

 	 
	 	 	 
	 	By:  	 	 
	 	 	Title:	 	 
	 	 	 	 
	 




     The undersigned hereby acknowledges receipt of an executed original of this Agreement,
together with a copy of the prospectus for the Plan, dated __________, summarizing key provisions
of the Plan, and accepts the award of Deferred Stock Units granted hereunder on the terms and
conditions set forth herein and in the Plan.



	 	 	 

	Date: _______
	 	 
	 
	 	Grantee: ________







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