exv10w1






Exhibit 10.1









2005 LONG-TERM INCENTIVE PLAN

TIME-LAPSE RESTRICTED STOCK UNIT AGREEMENT



     TIME-LAPSE RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of the 1st
day of July, 2011 (the “Grant Date”) between Campbell Soup Company (the “Company”) and ____________
(the “Participant”), an employee of the Company.



     WHEREAS, the Company desires to award the Participant restricted stock units, which each
represent a right to receive one share of Capital Stock of the Company (the “Restricted Stock
Units”) as hereinafter provided, under the Campbell Soup Company 2005 Long-Term Incentive Plan (the
“Plan”). Except as otherwise provided, the terms used herein shall have the same meaning as in the
Plan.



     NOW, THEREFORE, in consideration of valuable considerations the legal sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:



     1. Award of Restricted Stock Units. The Company hereby confirms the award to the
Participant on the Grant Date by the Compensation and Organization Committee of the Board of
Directors (the “Committee”) of ______ Restricted Stock Units. The Restricted Stock Units are in
all respects limited and conditioned as hereinafter provided, and are subject in all respects to
the Plan’s terms and conditions, as amended.



     2. Restriction Period; Payment. Subject to the terms of this Agreement and the Plan
and provided that the Participant remains continuously employed until June 30, 2013, all _____
Restricted Stock Units will vest on that date (the “Vesting Date”). Except as otherwise provided
below, the Company shall deliver to the Participant one share of the Company’s Capital Stock for a
vested Restricted Stock Unit during the month following the Vesting Date. In lieu of issuing
fractional shares of the Company’s Capital Stock, the Company shall round the shares to the nearest
whole share. Unless terminated earlier under Section 4 below, a Participant’s rights under this
Agreement shall terminate with respect to each Restricted Stock Unit at the time such Restricted
Stock Unit is converted into the Company’s Capital Stock.



     3. Dividend Equivalent Payment. After the Vesting Date, Participant shall be paid in
cash the accumulated amount equivalent to the dividends which would have been paid on the Company’s
Capital Stock underlying the Restricted Stock Units to the extent the Company’s Board of Directors
had approved and declared a dividend on its Capital Stock. Such dividend equivalent amount shall
be paid during the month following the Vesting Date. Subject to Section 4 below, the dividend
equivalent payment shall be forfeited for any Restricted Stock Units terminated under Section 4 if
the Participant is no longer employed by the Company or its subsidiaries and an exception does not
apply.



     4. Early Termination of Restricted Stock Unit; Termination of Employment. The
Restricted Stock Units shall terminate and become null and void if and when the Participant ceases
for any reason to be an employee of the Company or its subsidiaries, except as provided in below:



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	 	(a)	 	Total Disability, Death or Involuntary Termination. If the
Participant’s employment is terminated at least six (6) months following the Grant
Date: (i) as the result of the Participant’s Total Disability or death; or (ii) by the
Company for reasons other than Cause, the Participant shall vest on the Vesting Date in
a prorated portion of his or her Restricted Stock Units under this Agreement according
to the following formula: the number of months worked from the Grant Date to
termination date divided by 24; multiplied by ________ Restricted Stock Units.
	 
	 	 	 	The Company will deliver to the Participant, or his or her legal representative, one
share of the Company’s Capital Stock for each Restricted Stock Unit that vests on
the Vesting Date in accordance with Section 2.






	 	(i)	 	For purposes of this Agreement, “Total Disability” means “Total
Disability” or “Totally Disabled” as that term is defined under a Company-sponsored
long-term disability plan from which the Participant is receiving disability
benefits and which is in effect from time to time on and after the Grant Date.






	 	(b)	 	Any Termination Prior to Six-Month Anniversary of Grant Date. If the
Participant’s employment terminates for any reason before six (6) months have elapsed
from the Grant Date, the Restricted Stock Unit award shall be cancelled by the Company
and the Participant shall forfeit the entire award.





     5. Withholding of Taxes. The Company or the subsidiary which employs the Participant
shall be entitled to require, as a condition of making any payments or issuing any shares upon
vesting of the Restricted Stock Units, that the Participant or other person entitled to such shares
or other payment pay any sums required to be withheld by federal, state, local, or other applicable
tax law with respect to such vesting or payment. Alternatively, the Company or such subsidiary, in
its discretion, may make such provisions for the withholding of taxes as it deems appropriate
(including, without limitation, withholding the taxes due from compensation otherwise payable to
the Participant or reducing the number of shares otherwise deliverable with respect to the award
(with the value based on the closing price on the NYSE composite tape on the tax date) by the
amount necessary to satisfy such withholding obligations).



     6. Non-Transferability of Restricted Stock Units. Participant’s right in the
Restricted Stock Units awarded under this Agreement and any interest therein may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or
by the laws of descent or distribution. Restricted Stock Units shall not be subject to execution,
attachment or other process.



     7. Severability. If one or more of the provisions of this Award Agreement shall be
held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby and the invalid,
illegal or unenforceable provisions shall be deemed null and void; however, to the extent
permissible by law, any provisions which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit this Agreement to be construed so as to foster the
intent of this Agreement and the Plan.



     8. Internal Revenue Code Section 409A. This Agreement shall be interpreted, operated,
and administered in a manner so as not to subject Participant to the assessment of additional taxes
or interest under Code section 409A to the extent such Participant or any payment under this
Agreement is subject to U.S. tax laws, and this Agreement shall be amended as the Company, in its
sole discretion, determines is necessary and appropriate to avoid the application of any such taxes
or interest.



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     9. Entire Agreement. The terms of the Plan and this Agreement when signed by
Participant will constitute the entire agreement with respect to the subject matter hereof. This
Agreement supersedes any prior agreements, representations or promises of the parties relating to
the subject matter hereof.



     10. Governing Law. This Agreement shall be construed in accordance with, and its
interpretation shall otherwise be governed by, New Jersey law.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized
executive, and the Participant has hereunto set his or her hand and seal, all as of the day and
year first above written.



	 	 	 	 	 
	 	CAMPBELL SOUP COMPANY

 	 
	 	By:  	
 	 
	 	 	Robert J. Centonze 	 
	 	 	Vice President, Global Compensation and
Benefits 	 



	 	 	 	 	 
	 	 	 
	
 	 	 
	Participant 	 	 
	 	 	 
	 




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