exv10w6






Exhibit 10.6




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”); 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
of Directors of the Company, pursuant to
                    
(the “Plan”), as of                      (the “Date of
Grant”);



     NOW, THEREFORE, the Company hereby grants to the Grantee                      Deferred Stock Units (as
defined in the Plan) (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 Section 3 hereof. Each Deferred
Stock Unit shall represent one hypothetical share of Common Stock, without par value of the
Company (the “Common Stock”) and shall at all times be equal in value to one share of Common
Stock. The Deferred Stock Units will be credited to the Grantee in an account established for
the Grantee until payment in accordance with 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 Stock 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 (4) year period. Any Deferred Stock Units not vested will be
forfeited, except as provided in Section 3(b) below, if the Grantee ceases to be
continuously employed by the Company prior to the Vesting Date. Deferred Stock Units
may also be forfeited in the event the Board determines the Grantee has engaged in
Detrimental Activity as such term is defined in the Plan.
	 
	 	(b)	 	     Notwithstanding the provisions of Section 3(a), all of the Deferred Stock
Units shall immediately become nonforfeitable (each, a “Vesting Event”) (i) if 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) if, 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) if 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.






	4.	 	     Issuance of the Common Stock.






	 	(a)	 	     The Company will issue to the Grantee the Common Stock underlying the
vested Deferred Stock Units on 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 Stock
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 shares of Common Stock
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 Stock underlying the Deferred Stock Units as provided in 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 Stock underlying the
Deferred Stock Units is transferred to the Grantee pursuant to Section 4 above.




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	 	[(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 Stock
underlying the Deferred Stock Units on a current basis in cash as if such Common
Stock 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 shares of Common Stock 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.	 	     Adjustments. The number of shares of Common Stock issuable pursuant to the Deferred
Stock Units is subject to adjustment as provided in Section 13 of the Plan.
	 
	2.	 	     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 shares of Common Stock pursuant to this Agreement if the issuance thereof would
result in a violation of any such law.
	 
	3.	 	     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 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.
	 
	4.	 	     Withholding Taxes. To the extent that the Company or any Subsidiary is required to
withhold any federal, state, local or foreign tax 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 are insufficient, it
shall be a condition to the issuance of such Common Shares that the Grantee make arrangements
satisfactory to the Company or such Subsidiary for payment of the balance of such taxes
required to be withheld. This tax withholding obligation shall or may be satisfied by the
Company withholding Common Shares otherwise issuable pursuant to this award in order to
satisfy the minimum tax withholding amount permissible under the method that results in the
least amount withheld.
	 
	5.	 	     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 (i) transfer of his employment




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	 	 	among the Company and its Subsidiaries or (ii) a leave of absence approved by an officer of
the Company or a Subsidiary.
	 
	6.	 	     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.
	 
	7.	 	     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.
	 
	8.	 	     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.
	 
	9.	 	     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.
	 
	10.	 	     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 Board 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.
	 
	11.	 	     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.
	 
	 	 	     This Agreement is executed by
the Company as of the
                     day of 20     .





	 	 	 

	 

	 	THE J. M. SMUCKER COMPANY
	 
	 	 
	 

	 	By:
	 

	 	Title:






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     The undersigned hereby acknowledges receipt of an executed original of this Deferred Stock
Units Agreement, together with a copy of the Plan Prospectus, 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:                     , 20     

	 	 

Grantee:                    
	 	 







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