a5913480ex10p.htm


    Exhibit
10 (p)

     

    


     

    TASTY
BAKING COMPANY

     

    RETIREMENT
PLAN FOR DIRECTORS

     

    
      	
              A.  

            	
              PURPOSE

            


    

     

    The Tasty
Baking Company Retirement Plan for Directors (the “Plan”) is intended to enable
the Company to attract and retain high caliber persons to serve as directors by
providing retirement income to Directors of the Company who have satisfied
certain age or service criteria.

     

    
      	
              B.  

            	
              ADMINISTRATION

            


    

     

    1.   The Plan
is to be administered by the Compensation Committee (the “Committee”) of the
Board of Directors, subject to review and approval by the Board of Directors as
the Board of Directors may from time to time require.

     

    2.   No member
of the Committee shall act upon any matter involving the Plan where such member
of the Committee shall have a direct financial or other interest different from
the interests of other members of the Committee or of other members of the Board
of Directors of the Company.

     

    3.   The
Committee shall have the power and authority to adopt, amend and rescind
administrative guidelines, rules and regulations pertaining to the Plan and to
interpret and rule on any questions respecting any provision of the
Plan.

     

    4.   Decisions
of the Committee or the Board of Directors concerning the Plan shall be binding
on the Company and on all persons eligible to participate in the
Plan.

     

    
      	
              C.  

            	
              ELIGIBILITY

            


    

     

    All
individuals who serve on the Board of Directors of the Company on and after the
date of adoption of the Plan and who shall have had five years or more of
continuous service on the Board of Directors of the Company (whether before or
after adoption of the Plan and whether or not qualifying as credited service for
purposes of benefit accrual under Section D(l)(b) hereof) shall be eligible to
participate in the Plan.

     

    
      	
              D.  

            	
              BENEFIT ACCRUAL,
      PAYMENT AND VESTING

            


    

     

    1.   Each
eligible Director of the Company shall, on retirement in good standing with the
consent of the Company (whether by reason of age, health or otherwise), be paid
annually in equal monthly installments, commencing upon the latter of age
sixty-five (65) or retirement from the Board of Directors, an amount equal to
the annual retainer fee for service as a Director (as in effect upon the date of
such Director’s retirement, and exclusive of any and all retainers and/or fees
payable for services as a member of any committee of the Board of Directors),
such payment to begin on the first day of the month following such Director’s
retirement and to continue for the lesser of (a) the life of such Director, or
(b) the number of years of credited service of such Director as a member of the
Board of Directors of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.   For
purposes of determining years of credited service as a Director under Section
Dl(b) above (i) service as a Director prior to as well as after adoption of the
Plan may qualify as credited service; (ii) a fractional year of service as a
Director shall be deemed a full year of credited service and (iii) periods of
service as a Director while the Director is at the same time a full time officer
or employee of the Company or of an affiliate or subsidiary of the Company,
shall not qualify as credited service.

     

    3.   Payment of
benefits accrued hereunder by reason of years of credited service as a Director
of the Company shall be suspended and held in abeyance during any period in
which a retired Director shall return to service as a Director or shall serve as
a full time officer or employee of the Company or of an affiliate or subsidiary
of the Company.

     

    4.   Any
benefits accrued hereunder by reason of years of credited service as a Director
of the Company shall be deemed vested and no amendment, suspension or
termination of the Plan shall have any material adverse effect
thereon.

     

    
      	
              E.  

            	
              CONSULTATION

            


    

     

    During the
period that a Director is receiving retirement income under the Plan, he shall
make himself available to the Company for consultation with Directors or senior
officers of the Company upon request.  Such consulting services shall
be rendered at reasonable times and places, taking into account the health, age
and other duties of such Director.  To the extent possible, such
consulting services shall be rendered by personal consultation at the Director’s
principal residence or office, wherever located, at times most convenient to the
Director.

     

    
      	
              F.  

            	
              EMPLOYMENT BY
      COMPETITOR

            


    

     

    In the
event a former Director directly or indirectly owns, manages, operates, joins,
controls or participates in the ownership, management, operation or control of,
or becomes connected as a consultant, director, officer, employee, partner or
otherwise with any business which is in substantial competition with the Company
or an Affiliate, all rights hereunder, including the right of the individual to
receive future payments, shall forever cease.  The determination of
whether or not a former Director has engaged in any proscribed activity so as to
cause the cessation of benefits under this Plan shall be made by the Committee,
whose determination shall be final, binding and conclusive.

     

    
      	
              G.  

            	
              AMENDMENT, SUSPENSION
      AND TERMINATION OF PLAN

            


    

     

    The Board
of Directors of the Company may from time to time amend, suspend or terminate
the Plan, in whole or in part, except that no such amendment, suspension or
termination shall materially adversely affect benefits already paid or accrued
under the Plan.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              H.  

            	
              FUNDING

            


    

     

    The Plan
shall not be funded.  No promises under this Plan shall be secured by
any specific assets of the Company, nor shall any assets of the Company be
designated as attributable or allocated to the satisfaction of such
promises.  Benefit payments shall be made from the Company’s general
assets.

     

    
      	
              I.  

            	
              GENERAL
      PROVISIONS

            


    

     

    1.   Neither
the establishment of the Plan nor the payment of any benefit hereunder nor any
action of the Company, including its Board of Directors, in connection therewith
shall be held or construed to confer upon any individual any legal right to
remain on the Board of Directors of the Company.

     

    2.   No benefit
under the Plan hall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any attempt thereat
shall be void. No such benefit shall, prior to receipt thereof by an individual,
be in any manner liable for or subject to such individual’s debts, contracts,
liabilities, engagements, or torts.

     

    3.   This Plan
shall inure to the benefit of, and be binding upon, the successors and assigns
of the Company.

     

    4.   The
Company shall deduct from the amount of any payments hereunder all taxes
required to be withheld by applicable laws.

     

    5.   This Plan
shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Pennsylvania.

     

    Executed
and adopted this 16th day of
October, 1987, pursuant to action taken by the Board of Directors of Tasty
Baking Company at its meeting on October 16, 1987.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 	 	 	
                                      TASTY
      BAKING COMPANY

                                    
	 	 	 	 	 
	 	 	 	 	 
	
                                      Attest:

                                    	 	
                                      /s/John
      M. Pettine

                                    	 	
                                      By:

                                    	 	
                                      /s/Nelson
      G. Harris

                                    
	 	 	
                                      Secretary

                                    	 	 	 	
                                      President

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

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