exv10w1






Exhibit 10.1




THE J. M. SMUCKER COMPANY




RESTRICTED STOCK AGREEMENT



     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 __________ shares of Restricted Stock
(the “Restricted Stock”), 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 RESTRICTED STOCK



     1. Issuance of Restricted Stock. The Restricted Stock covered by this Agreement shall
be issued to the Grantee effective upon the Date of Grant. The Restricted Stock shall be
registered in the Grantee’s name and shall be fully paid and nonassessable. Any certificates or
evidence of award shall bear an appropriate legend referring to the restrictions hereinafter set
forth.



     2. Restrictions on Transfer of Shares. The Restricted Stock may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee,
except to the Company, unless the Restricted Stock has become nonforfeitable as provided in Article
II, Section 3 hereof; provided, however, that the Grantee’s rights with respect to
such Restricted Stock may be transferred by will or pursuant to the laws of descent and
distribution. Any purported transfer or encumbrance in violation of the provisions of this Article
II, Section 2 shall be void, and the other party to any such purported transaction shall not obtain
any rights to or interest in such Restricted Stock. The Committee in its sole discretion, when and
as permitted by the Plan, may waive the restrictions on transferability with respect to all or a
portion of the Restricted Stock.



 









 





     3. Vesting of Restricted Stock.



          (a) All of the Restricted Stock covered by this Agreement shall become nonforfeitable on the
fourth anniversary of the Date of Grant, which such date will be __________, if the Grantee shall
have remained in the continuous employ of the Company or a Subsidiary during that four-year period.



          (b) Notwithstanding the provisions of Article II, Section 3(a), all of the Restricted Stock
covered by this Agreement 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,]1 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.



          (c) Notwithstanding the provisions of Article II, Section 3(a), if the Grantee leaves the
employ of the Company or a Subsidiary within four years from the Date of Grant under circumstances
determined by the Committee to be for the convenience of the Company, the Committee may, when and
as permitted by the Plan, determine that all of the Restricted Stock covered by this Agreement
shall become nonforfeitable.



     4. Forfeiture of Shares. The Restricted Stock shall be forfeited, except as otherwise
provided in Article II, Section 3 above, if the Grantee ceases to be employed by the Company or a
Subsidiary prior to the fourth anniversary of the Date of Grant or in the event the Committee
determines the Grantee has engaged in Detrimental Activity as such term is defined in the Plan. In
the event of a forfeiture, any certificate(s) representing the Restricted Stock or any evidence of
direct registration of the Restricted Stock covered by this Agreement shall be cancelled.



     5. Dividend, Voting and Other Rights. (a) Except as otherwise provided herein, from
and after the Date of Grant, the Grantee shall have all of the rights of a shareholder with respect
to the Restricted Stock covered by this Agreement, including the right to vote such Restricted
Stock and receive any dividends that may be paid thereon; provided, however, that
any additional Common Shares or other securities that the Grantee may become entitled to receive
pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, separation, or reorganization or any other change in the capital structure of the
Company shall be subject to the same restrictions as the Restricted Stock covered by this
Agreement.



          (b) Cash dividends on the Restricted Stock covered by this Agreement shall be paid to the
Grantee pursuant to the Company’s then-current articles of incorporation and reported on the
Grantee’s annual wage and tax statement (Form W-2) as compensation.





 




			
	1	 	For employees of the Folgers business, use:
[at any time during the four-year period from the Date of Grant, the Grantee
elects to retire and either (A) the Grantee has reached the age of 60 with at
least ten years of combined service with the Folgers business and the Company
or (B) the Grantee has reached the age of 571/2 years of age and has at least 20
years of combined service with the Folgers business and the Company, provided,
further, that the Grantee was at least 48 years of age as of November 19,
2008,]




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     6. Retention of Restricted Stock in Book Entry Form. The Restricted Stock will be
held at the Company’s transfer agent in book entry form with appropriate restrictions relating to
the transfer of such Restricted Stock until all restrictions thereon will have lapsed.



ARTICLE III




GENERAL PROVISIONS



     1. Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal and state 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. 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 Restricted Stock or any
delivery 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 receipt of
Restricted Stock or such delivery 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 (except where the Grantee has made an election under Section 83(b) of the Code with
respect to the Common Shares subject to delivery). 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.



     3. 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.



     4. 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.



     5. 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.



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     6. 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 (or
exemption from) Section 409A of the Code or the Dodd-Frank Wall Street Reform and Consumer
Protection Act or any regulations promulgated thereunder.



     7. 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.



     8. 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 Restricted Stock.



     9. Electronic Delivery. The Company may, in its sole discretion, deliver any
documents related to the Restricted Stock 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.



     10. 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 Restricted Stock granted hereunder on the terms and
conditions set forth herein and in the Plan.



	 	 	 

	Date: ________
	 	 
	 	Grantee: __________