Exhibit
10.1


 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master
Plan Document (2008 Restatement)


 


 


As Amended and Restated


 


Effective
January 1, 2008


 













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan
Document (2008 Restatement)


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Selection, Enrollment, Eligibility

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Selection by Committee

  	
   

  
	
   

  	
  2.2

  	
  Enrollment and Eligibility Requirements; Commencement of
  Participation

  	
   

  
	
   

  	
  2.3

  	
  Termination of Participation and/or Deferrals

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Deferral Commitments/Discretionary Contribution
  Amounts/Vesting/Crediting/Taxes

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Minimum Deferrals

  	
   

  
	
   

  	
  3.2

  	
  Maximum Deferral

  	
   

  
	
   

  	
  3.3

  	
  Election to Defer; Effect of Election Form

  	
   

  
	
   

  	
  3.4

  	
  Withholding and Crediting of Annual Deferral Amounts

  	
   

  
	
   

  	
  3.5

  	
  Annual Discretionary Contribution Amount

  	
   

  
	
   

  	
  3.6

  	
  Vesting

  	
   

  
	
   

  	
  3.7

  	
  Crediting/Debiting of Account Balances

  	
   

  
	
   

  	
  3.8

  	
  FICA and Other Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Deduction Limitation

  	
  14

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Deduction Limitation on Benefit Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  In-Service Distribution; Unforeseeable Financial
  Emergencies; Withdrawal Election

  	
  14

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  In-Service Distribution

  	
   

  
	
   

  	
  5.2

  	
  Other Benefits Take Precedence Over In-Service Distributions

  	
   

  
	
   

  	
  5.3

  	
  Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  Change In Control Benefit

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Change in Control Benefit

  	
   

  
	
   

  	
  6.2

  	
  Payment of Change in Control Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  Retirement Benefit

  	
  17

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Retirement Benefit

  	
   

  
	
   

  	
  7.2

  	
  Payment of Retirement Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  Termination Benefit

  	
  18

  



 


i













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan
Document (2008 Restatement)


 


	
   

  	
  8.1

  	
  Termination Benefit

  	
   

  
	
   

  	
  8.2

  	
  Payment of Termination Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9  Disability Waiver and Benefit

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Disability Waiver

  	
   

  
	
   

  	
  9.2

  	
  Disability Benefit

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10

  	
  Survivor Benefit

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Survivor Benefit

  	
   

  
	
   

  	
  10.2

  	
  Payment of Survivor Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  Forfeiture of Benefits

  	
  20

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Forfeiture of Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  Beneficiary Designation

  	
  20

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Right to Designate

  	
   

  
	
   

  	
  12.2

  	
  Failure of Designation

  	
   

  
	
   

  	
  12.3

  	
  Disclaimers by Beneficiaries

  	
   

  
	
   

  	
  12.4

  	
  Definitions

  	
   

  
	
   

  	
  12.5

  	
  Special Rules

  	
   

  
	
   

  	
  12.6

  	
  No Spousal Rights

  	
   

  
	
   

  	
  12.7

  	
  Death Prior to Full Distribution

  	
   

  
	
   

  	
  12.8

  	
  Discharge of Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
  Leave of Absence

  	
  23

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Paid Leave of Absence

  	
   

  
	
   

  	
  13.2

  	
  Unpaid Leave of Absence

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
  Termination, Amendment or Modification

  	
  23

  
	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Termination

  	
   

  
	
   

  	
  14.2

  	
  Amendment

  	
   

  
	
   

  	
  14.3

  	
  Plan Agreement

  	
   

  
	
   

  	
  14.4

  	
  Effect of Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
  Administration

  	
  24

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Committee Duties

  	
   

  
	
   

  	
  15.2

  	
  Agents

  	
   

  
	
   

  	
  15.3

  	
  Binding Effect of Decisions

  	
   

  
	
   

  	
  15.4

  	
  Indemnity of Committee

  	
   

  
	
   

  	
  15.5

  	
  Employer Information

  	
   

  



 


ii













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan
Document (2008 Restatement)


 


	
  ARTICLE 16

  	
  Other Benefits and Agreements

  	
  25

  
	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Coordination with Other Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 17

  	
  Claims Procedures

  	
  26

  
	
   

  	
   

  	
   

  
	
   

  	
  17.1

  	
  Presentation of Claim

  	
   

  
	
   

  	
  17.2

  	
  Notification of Decision

  	
   

  
	
   

  	
  17.3

  	
  Review of a Denied Claim

  	
   

  
	
   

  	
  17.4

  	
  Decision on Review

  	
   

  
	
   

  	
  17.5

  	
  Legal Action

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 18

  	
  Trust

  	
  27

  
	
   

  	
   

  	
   

  
	
   

  	
  18.1

  	
  Establishment of the Trust

  	
   

  
	
   

  	
  18.2

  	
  Interrelationship of the Plan and the Trust

  	
   

  
	
   

  	
  18.3

  	
  Distributions From the Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 19

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
  28

  
	
   

  	
  19.1

  	
  Status of Plan

  	
   

  
	
   

  	
  19.2

  	
  Unsecured General Creditor

  	
   

  
	
   

  	
  19.3

  	
  Employer’s Liability

  	
   

  
	
   

  	
  19.4

  	
  Nonassignability

  	
   

  
	
   

  	
  19.5

  	
  Not a Contract of Employment

  	
   

  
	
   

  	
  19.6

  	
  Furnishing Information

  	
   

  
	
   

  	
  19.7

  	
  Terms

  	
   

  
	
   

  	
  19.8

  	
  Captions

  	
   

  
	
   

  	
  19.9

  	
  Governing Law

  	
   

  
	
   

  	
  19.10

  	
  Notice

  	
   

  
	
   

  	
  19.11

  	
  Successors

  	
   

  
	
   

  	
  19.12

  	
  Spouse’s Interest

  	
   

  
	
   

  	
  19.13

  	
  Validity

  	
   

  
	
   

  	
  19.14

  	
  Incompetent

  	
   

  
	
   

  	
  19.15

  	
  Court Order

  	
   

  
	
   

  	
  19.16

  	
  Insurance

  	
   

  



 


iii













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan
Document (2008 Restatement)


 


HORMEL
FOODS CORPORATION

EXECUTIVE DEFERRED INCOME PLAN II

(2008 Restatement)


 


Amended and Restated Effective January 1, 2008


 


History
and Purpose


 


HORMEL FOODS CORPORATION, a Delaware corporation
(hereinafter, the “Company”), has previously established a nonqualified,
unfunded deferred compensation plan (the “Plan”) which is currently embodied in
a document titled “HORMEL FOODS CORPORATION EXECUTIVE DEFERRED INCOME PLAN II
(2005 Restatement),” effective January 1, 2005. The 2005 Plan restatement
amended the Plan to comply with Section 409A of the Internal Revenue Code. This
Plan restatement further amends the Plan to: (i) allow Participants to make
separate payment elections with respect to each type of voluntary elective
deferral (i.e., Annual Deferral
Amount) made with respect a Deferral Period ending on or after January 1, 2008
(whereas previously Participants made one payment election, upon commencement
of participation, applicable to their entire Account Balance); (ii) permanently
discontinue Profit Sharing Amounts with respect to fiscal years ending on or
after October 27, 2007; and (iii) provide for a non-elective time and form of
payment for all Annual Discretionary Contribution Amounts credit for Plan Years
beginning on or after January 1, 2008 (except with respect to a Change in
Control Benefit). With respect to Annual Deferral Amounts made with respect to
Deferral Periods ending before January 1, 2008, the payment elections made by
the Participant with respect to the Participant’s entire Account Balance shall
continue in effect, and the terms of payment shall be governed by
Appendix A to this Plan restatement.


 


The purpose of this Plan is to provide specified
benefits to a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business
success of Hormel Foods Corporation and its Affiliates and/or subsidiaries, if
any, that sponsor this Plan. This Plan shall be administered and construed so
that it is unfunded for tax purposes and for purposes of Title I of ERISA.


 


ARTICLE 1

Definitions


 


For the purposes of this Plan, unless otherwise
clearly apparent from the context, the following phrases or terms shall have
the following indicated meanings:


 


1.1           “Account Balance” shall mean, with respect to a
Participant, a credit on the records of the Employer equal to the sum of
(i) the sum of all of a Participant’s Annual Deferral Account balances,
(ii) the Discretionary Contribution Account balance, (iii) the Profit
Sharing Account balance, (iv) the Restricted Stock Account balance, and
(v) the Stock Option Gain Account balance. The Account Balance, and each
other specified account balance, shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the
amounts to be paid to a Participant, or his or her designated Beneficiary,
pursuant to this Plan.


 


1













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


1.2           “Affiliate” shall mean a business entity which is
affiliated in ownership with the Principal Sponsor or an Employer and is
recognized as an Affiliate by the Principal Sponsor for the purposes of this
Plan.


 


1.3           “Annual Deferral Account” shall mean with respect to a
Participant, an entry on the records of the Employer equal to the following
amount:  (i) a Participant’s Annual
Deferral Amount for any Deferral Period with respect to Base Annual Salary,
Bonus, LTIP Amounts, Operator Share Dividends or Operator Share Bonus, plus
(ii) amounts credited or debited to such amount pursuant to this Plan,
less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Annual Deferral Account. (Each
separate deferral source shall have a separate Annual Deferral Account.)  The Annual Deferral Account shall be a
bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to this Plan.


 


1.4           “Annual Deferral Amount” shall mean that portion of a
Participant’s Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends
or Operator Share Bonus that a Participant defers in accordance with
Article 3 for any one Deferral Period. (Each separate deferral source
shall constitute an Annual Deferral Amount.) 
In the event of a Participant’s Retirement, Disability (if deferrals
cease in accordance with Section 9.1), death or a Termination of
Employment prior to the end of the Deferral Period, such year’s Annual Deferral
Amount shall be the actual amount withheld prior to such event.


 


1.5           “Annual Discretionary Contribution Amount” shall mean, for
any one Plan Year, the amount determined in accordance with Section 3.5.


 


1.6           “Base Annual Salary” shall mean the annual cash
compensation relating to services performed during any calendar year, excluding
operator share dividends, bonuses, commissions, overtime, fringe benefits,
stock options, relocation expenses, incentive payments, non-monetary awards,
director fees and other fees, and automobile and other allowances paid to a
Participant for employment services rendered (whether or not such allowances
are included in the Employee’s gross income). Base Annual Salary shall be
calculated before reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all qualified or non-qualified plans
of any Employer and shall be calculated to include amounts not otherwise
included in the Participant’s gross income under Code Sections 125,
402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer;
provided, however, that all such amounts will be included in compensation only
to the extent that had there been no such plan, the amount would have been
payable in cash to the Employee.


 


1.7           “Beneficiary” shall mean one or more persons, trusts,
estates or other entities, designated in accordance with Article 12, that
are entitled to receive benefits under this Plan upon the death of a
Participant.


 


2













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


1.8           “Beneficiary Designation Form” shall mean the form
established from time to time by the Committee that a Participant completes,
signs and returns to the Committee to designate one or more Beneficiaries.


 


1.9           “Benefit Distribution Date” shall mean the date that
triggers distribution of a Participant’s Annual Deferral Account and
Discretionary Contribution Account. A Participant’s Benefit Distribution Date
shall be determined upon the occurrence of any one of the following events,
whichever is earliest:


 


(a)           The January 1 immediately following the date on which the
Participant Retires or experiences a Termination of Employment (except that, in
the case of a Participant who is a Specified Employee, the date that is six
months and one day immediately following the date on which the Participant
Retires or experiences a Termination of Employment, if later than such
January 1). Notwithstanding the foregoing, in connection with the
Participant’s election to defer an Annual Deferral Amount, the Participant
shall select one of the following dates to commence payment of the Annual
Deferral Account that relates to such Annual Deferral Amount (provided,
however, that in the event the Participant changes his or her Retirement
Benefit or Termination Benefit election in accordance with Section 7.2 or
Section 8.2, respectively, his or her Benefit Distribution Date under this
paragraph (a) shall be postponed in accordance with such Section):


 


(i)            The date on which the
Participant Retires or experiences a Termination of Employment (except that, in
the case of a Participant who is a Specified Employee, the date that is six
months and one day immediately following the date on which the Participant
Retires or experiences a Termination of Employment);


 


(ii)         The
January 1 immediately following the date on which the Participant Retires
or experiences a Termination of Employment (except that, in the case of a
Participant who is a Specified Employee, the date that is six months and one
day immediately following the date on which the Participant Retires or
experiences a Termination of Employment, if later than such January 1);


 


(iii)          The later of:  (1) the date designated in (i) above; or
(2) the Participant’s attainment of an age specified by the Participant (which
cannot be later than age 65); or


 


(iv)         The later of:  (1) the date designated in (ii) above;
or (2) the January 1 immediately following the Participant’s
attainment of an age specified by the Participant (which cannot be later than
age 65);


 


(b)           The date on which the Committee is provided with proof that is
satisfactory to the Committee of the Participant’s death, if the Participant
dies prior to the complete distribution of his or her vested Account Balance;
or


 


(c)           The date on which the Committee determines the Participant is Disabled.


 


3













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


1.10         “Board” shall mean the board of directors of the Principal
Sponsor.


 


1.11         “Bonus” shall mean any compensation, in addition to Base
Annual Salary, LTIP Amounts, Operator Share Dividends and Operator Share Bonus,
payable to a Participant with respect to a performance period, under any bonus
and cash incentive plans, excluding stock options.


 


1.12         “Change in Control” shall mean the occurrence of a “change
in the ownership of the Employer,” “change in effective control of the
Employer,” and/or a “change in the ownership of a substantial portion of the
Employer’s assets” as defined under Treasury Regulation § 1.409A-3(i)(5).


 


1.13         “Change in Control Benefit” shall have the meaning set
forth in Article 6.


 


1.14         “Claimant” shall have the meaning set forth in
Section 17.1.


 


1.15         “Code” shall mean the Internal Revenue Code of 1986, as it
may be amended from time to time.


 


1.16         “Committee” shall mean the committee described in
Article 15.


 


1.17         “Crediting Rate” shall mean, for each Plan Year, an
interest rate that is 120% of the applicable federal long-term rate, as
determined by the Compensation Committee of the Board, in its sole discretion,
and communicated to Participants, prior to the beginning of each Plan Year.


 


1.18         “Deduction Limitation” shall mean the limitation on a
benefit that may otherwise be distributable pursuant to the provisions of this
Plan, as set forth in Article 4.


 


1.19         “Deferral Period” shall mean


 


(a)           the applicable performance period with respect to Bonus and LTIP
Amounts which qualify as “performance based compensation” in accordance with
Code Section 409A and related guidance;


 


(b)          Hormel Foods Corporation’s fiscal year with respect to Operator Share
Bonus that qualifies as “fiscal year compensation” in accordance with Code
Section 409A and related guidance; and


 


(c)           the Plan Year with respect to Base Annual Salary, Operator Share
Dividends and any other Bonus, LTIP Amounts and Operator Share Bonus that do
not qualify as performance-based compensation or fiscal year compensation.


 


1.20         “Disability” or “Disabled” shall mean that a Participant is
(i) unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, or (ii) by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three months
under an accident or health plan covering employees of the Participant’s
Employer.


 


4













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


1.21        “Disability Benefit” shall mean the
benefit set forth in Article 9.


 


1.22        “Discretionary Contribution Account” shall
mean (i) the sum of the Participant’s Annual Discretionary Contribution
Amounts, plus (ii) amounts credited or debited in accordance with all the
applicable crediting and debiting provisions of this Plan that relate to the
Participant’s Discretionary Contribution Account, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to the Participant’s Discretionary Contribution Account.


 


1.23        “Election Form” shall mean the form
established from time to time by the Committee that a Participant completes,
signs and returns to the Committee to make an election under the Plan.


 


1.24        “Employee” shall mean a person who is an
employee of any Employer.


 


1.25        “Employer(s)” shall mean the Principal
Sponsor and/or any of its Affiliates and/or subsidiaries (now in existence or
hereafter formed or acquired) that have been selected by the Board to
participate in the Plan and have adopted the Plan as a sponsor.


 


1.26        “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as it may be amended from time to time.


 


1.27        “In-Service Distribution” shall mean the
distribution set forth in Section 5.1.


 


1.28        “Installment Method” shall mean a series
of payments, payable either monthly or annually, over the number of years
selected by the Participant. The Participant’s Annual Deferral Account shall be
payable pursuant to a Monthly Installment Method over the number of years
selected by the Participant in accordance with this Plan.


 


1.29        “LTIP Amounts” shall mean any compensation
payable to a Participant as an Employee under any Employer’s long-term
incentive plan or any other long-term incentive arrangement designated by the
Committee which is eligible for deferral in accordance with Article 3, and
includes payments made under the Hormel Foods Corporation Long Term Incentive
Plan.


 


1.30        “Monthly Installment Method” shall be a
monthly installment payment over the number of years selected by the
Participant in accordance with this Plan, calculated as follows:  (i) for the first monthly installment,
the Participant’s Annual Deferral Account shall be calculated as of the close
of business on or around the Participant’s Benefit Distribution Date, as
determined by the Committee in its sole discretion, and (ii) for remaining
monthly installments, the Participant’s applicable Account shall be calculated
as of the close of business on or around on the last business day of the preceding
month, as determined by the Committee in its sole discretion. Each monthly
installment shall be calculated by multiplying this balance by a fraction, the
numerator of which is one and the denominator of which is the remaining number
of monthly payments due the Participant. By way of example, if the Participant
elects a ten (10) year Monthly Installment Method, the first payment shall be
1/120 of the Account calculated as described in this definition. The following
month, the payment shall be 1/119 of the Account calculated as described in
this definition.


 


5













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


1.31        “Operator Share Bonus” shall mean any compensation
payable to a Participant during the Principal Sponsor’s fiscal year under the
Hormel Foods Corporation Operator Share Incentive Compensation Plan.


 


1.32        “Operator Share Dividends” shall mean any
quarterly dividends payable to a Participant in cash during the Principal
Sponsor’s fiscal year under the Hormel Foods Corporation Operator Share
Incentive Compensation Plan.


 


1.33        “Participant” shall mean any Employee
(i) who is selected to participate in the Plan, (ii) who elects to
participate in the Plan, (iii) who signs a Plan Agreement and an Election
Form, (iv) whose signed Plan Agreement and Election Form are accepted by
the Committee, (v) who commences participation in the Plan, and
(vi) whose Plan Agreement has not terminated. A spouse or former spouse of
a Participant shall not be treated as a Participant in the Plan or have an
account balance under the Plan, even if he or she has an interest in the
Participant’s benefits under the Plan as a result of applicable law or property
settlements resulting from legal separation or divorce.


 


1.34        “Plan” shall mean the Hormel Foods
Corporation Executive Deferred Income Plan II (2008 Restatement), which shall
be evidenced by this instrument and by each Plan Agreement, as they may be
amended from time to time.


 


1.35        “Plan Agreement” shall mean a written
agreement, as may be amended from time to time, which is entered into by and
between an Employer and a Participant. Each Plan Agreement executed by a
Participant and the Participant’s Employer shall provide for the entire benefit
to which such Participant is entitled under the Plan; should there be more than
one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by
the Employer shall supersede all previous Plan Agreements in their entirety and
shall govern such entitlement. The terms of any Plan Agreement may be different
for any Participant, and any Plan Agreement may provide additional benefits not
set forth in the Plan or limit the benefits otherwise provided under the Plan;
provided, however, that any such additional benefits or benefit limitations
must be agreed to by both the Employer and the Participant.


 


1.36        “Plan Year” shall mean a period beginning
on January 1 of each year and continuing through December 31 of such
year.


 


1.37        “Principal Sponsor” shall mean Hormel
Foods Corporation, a Delaware corporation, and any successor to all or
substantially all of the Hormel Foods Corporation’s assets or business.


 


1.38        “Prior Plan Statement” shall mean the
series of documents pursuant to which this Plan established and operated until
January 1, 2008.


 


1.39        “Profit Sharing Account” shall mean
(i) the sum of all of a Participant’s Annual Profit Sharing Amounts
deferred with respect to Plan Years beginning prior to January 1, 2008 under
the terms of the Prior Plan Statement, plus (ii) amounts credited in
accordance with all the applicable crediting and debiting provisions of this
Plan that relate to the Participant’s Profit Sharing Account, less
(iii) all distributions made to the Participant or his or her Beneficiary
pursuant to 


 


6













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


this
Plan that relate to the Participant’s Profit Sharing Account. Effective for
Plan Years beginning on or after January 1, 2008, Annual Profit Sharing
Amounts shall no longer be made to the Plan.


 


1.40        “Restricted Stock Account” shall mean the
shares of Restricted Stock deferred by a Participant as a result of all Annual Restricted
Stock Amounts on or before December 31, 2004 under the Prior Plan Statement. Effective
January 1, 2005, deferrals of Annual Restricted Stock Amounts shall no
longer made to the Plan.


 


1.41        “Retirement”, “Retire(s)” or “Retired”
shall mean, with respect to an Employee, separation from service (as that term
is defined under Section 409A of the Code) from all Employers on or after
the earlier of the attainment of age sixty-five (65) or (b) age fifty-five (55)
with fifteen (15) Years of Service for any reason other than a leave of
absence, death or Disability.


 


1.42        “Retirement Benefit” shall mean the
benefit set forth in Article 7.


 


1.43        “Specified Employee” shall mean a key
employee of the Employer or an Affiliate, within the meaning of
Section 409A of the Code and regulations issued thereunder. In determining
whether a Participant is a key employee, the identification date to be used
shall be December 31.


 


1.44        “Stock” shall mean Hormel Foods
Corporation common stock, $0.01 par value, or any other equity securities of
the Principal Sponsor designated by the Committee.


 


1.45        “Stock Option Gain Account” shall mean the
shares of Stock deferred by a Participant as a result of all Annual Stock
Option Gain Amounts before December 31, 2004 under the Prior Plan Statement. Effective
January 1, 2005, deferrals of Annual Stock Option Gain Amounts shall no
longer be made to the Plan.


 


1.46        “Survivor Benefit” shall mean the benefit
set forth in Article 10.


 


1.47        “Termination Benefit” shall mean the
benefit set forth in Article 8.


 


1.48        “Termination of Employment” shall mean the
separation from service (as that term is defined under Section 409A of the
Code) with all Employers, voluntarily or involuntarily, for any reason other
than Retirement, Disability, death or an authorized leave of absence. A
transfer of employment with an Employer to employment with an Affiliate of an
Employer shall not constitute a Termination of Employment. If an Employer who
is an Affiliate (i.e., not the Principal Sponsor) ceases to be an Affiliate
because of a sale of substantially all the stock or assets of that Employer,
then Participants who are employed by that Employer and who cease to be
employed by that Employer in connection with the sale of substantially all the
stock or assets of that Employer shall be deemed to have thereby had a
Termination of Employment for the purposes of commencing distributions from
this Plan.


 


7













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


1.49        “Trust” shall mean one or more trusts
established pursuant to that certain Master Trust Agreement between the
Principal Sponsor and the trustee named therein, as amended from time to time.


 


1.50        “Unforeseeable Financial Emergency” shall
mean an unanticipated emergency that is caused by an event beyond the control
of the Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or accident
of the Participant, the Participant’s spouse, or a dependent of the
Participant, (ii) a loss of the Participant’s property due to casualty, or
(iii) such other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, all as
determined in the sole discretion of the Committee.


 


1.51        “Years of Service” shall mean the total
number of full years in which a Participant has been employed by one or more
Employers. For purposes of this definition, a year of employment shall be a 365
day period (or 366 day period in the case of a leap year) that, for the first
year of employment, commences on the Employee’s date of hiring and that, for
any subsequent year, commences on an anniversary of that hiring date. The Committee
shall make a determination as to whether any partial year of employment shall
be counted as a Year of Service.


 


ARTICLE 2

Selection, Enrollment, Eligibility


 


2.1           Selection
by Committee.  Participation in the Plan shall be limited to a select
group of management and highly compensated Employees of the Employer, as
determined by the Committee in its sole discretion. From that group, the
Committee shall select, in its sole discretion, Employees to participate in the
Plan.


 


2.2           Enrollment
and Eligibility Requirements; Commencement of Participation.


 


(a)           As a condition to participation, each selected Employee who is eligible
to participate in the Plan shall complete, execute and return to the Principal
Sponsor an Election Form and a Beneficiary Designation Form. In addition, the
Committee shall establish from time to time such other enrollment requirements
as it determines in its sole discretion are necessary.


 


(b)           Each selected Employee who is eligible to participate in the Plan shall
commence participation in the Plan only after the Employee has met all
enrollment requirements set forth in this Plan and required by the Principal
Sponsor, including returning all required documents to the Principal Sponsor
within the specified time period. Notwithstanding the foregoing, the Principal
Sponsor shall process such Participant’s deferral election as soon as
administratively practicable after such deferral election is submitted to the
Principal Sponsor.


 


8













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


(c)           If an Employee fails to meet all requirements contained in this
Section 2.2 within the period required, that Employee shall not be
eligible to participate in the Plan during such Plan Year.


 


2.3           Termination
of Participation and/or Deferrals.  The Committee shall have the right, in its sole discretion,
to (i) prevent the Participant from making future deferral elections,
and/or (ii) take further action that the Committee deems appropriate. In
the event that a Participant is no longer eligible to defer compensation under
this Plan, the Participant’s Account Balance shall continue to be governed by
the terms of this Plan until such time as the Participant’s Account Balance is
paid in accordance with the terms of this Plan.


 


ARTICLE 3

Deferral Commitments/Discretionary Contribution
Amounts/Vesting/Crediting/Taxes


 


3.1           Minimum Deferrals.


 


(a)           Base Annual Salary,
Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus. For each Deferral Period, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Annual Salary, Bonus, LTIP
Amounts, Operator Share Dividends and/or Operator Share Bonus in the following
minimum amounts for each deferral elected:


 




	
  Deferral

  	
   

  	
  Minimum
  Amount

  	
   

  
	
  Base Annual
  Salary

  	
   

  	
  $0

  	
   

  
	
  Bonus

  	
   

  	
  $2,000

  	
   

  
	
  LTIP Amounts

  	
   

  	
  $2,000

  	
   

  
	
  Operator Share
  Dividends

  	
   

  	
  $0

  	
   

  
	
  Operator Share
  Bonus

  	
   

  	
  $2,000

  	
   

  






 


If an election is made for less than the stated
minimum amounts, or if no election is made, the amount deferred shall be zero.
If, at any time after the beginning of a Deferral Period, a Participant has
deferred less than the stated minimum amounts for that Deferral Period, any
amount credited to the Participant’s Account Balance as the Annual Deferral
Amount for that Deferral Period shall be distributed to the Participant within
60 days after the last day of the Deferral Period.


 


(b)           Short Deferral
Period. Notwithstanding the foregoing, if
a Participant first becomes a Participant after the first day of a Deferral
Period,  the minimum Annual
Deferral Amount shall be an amount equal to the minimum set forth above,
multiplied by a fraction, the numerator of which is the number of complete
months remaining in the Deferral Period and the denominator of which is the
total number of months in the Deferral Period.


 


9













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


3.2           Maximum Deferral.


 


(a)           Base Annual Salary,
Bonus, LTIP Amounts and Operator Share Dividends and Operator Share Bonus. For each Deferral Period, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Annual Salary, Bonus, LTIP
Amounts, Operator Share Dividends and/or Operator Share Bonus up to the
following maximum percentages for each deferral elected:


 




	
  Deferral

  	
   

  	
  Maximum
  Amount

  	
   

  
	
  Base Annual
  Salary

  	
   

  	
  40%

  	
   

  
	
  Bonus

  	
   

  	
  100%

  	
   

  
	
  LTIP Amounts

  	
   

  	
  100%

  	
   

  
	
  Operator Share
  Dividends

  	
   

  	
  40%

  	
   

  
	
  Operator Share
  Bonus

  	
   

  	
  100%

  	
   

  






 


(b)           Short Deferral Period. Notwithstanding the foregoing, if a Participant
first becomes a Participant after the first day of a Deferral Period, the
maximum Annual Deferral Amount (i) with respect to Base Annual Salary
shall be limited to the amount of compensation not yet earned by the
Participant as of the date the Participant submits a Plan Agreement and
Election Form to the Committee for acceptance, and (ii) with respect to
Bonus, LTIP Amounts, Operator Share Dividends and Operator Share Bonus shall be
limited to those amounts deemed eligible for deferral, in the sole discretion
of the Committee.


 


3.3           Election to Defer; Effect of
Election Form.


 


(a)           Plan Year
Compensation. A Participant may make a
deferral election to defer Base Annual Salary and/or Operator Share Dividends not
later than the last day of the Plan Year immediately preceding the Plan Year to
which the Base Annual Salary and Operator Share Dividends relate. The
Participant’s election shall include such other elections as the Committee
deems necessary or desirable under the Plan. For these elections to be valid,
the Election Form must be completed and signed by the Participant, timely
delivered to the Committee (in accordance with Section 2.2 above) and
accepted by the Committee. The Participant’s election shall become irrevocable
as of the first day of the Plan Year to which the Base Annual Salary and/or
Operator Share Dividends relate. If no such Election Form is timely delivered
for a Plan Year, the Annual Deferral Amounts shall be zero for that Plan Year.


 


(b)           Fiscal Year Compensation. Notwithstanding the foregoing, an irrevocable
election pertaining to an Operator Share Bonus which qualifies as “fiscal year
compensation” may be made by timely delivering an Election Form to the
Principal Sponsor, in accordance with the terms of the Plan, before the first
day of the Principal Sponsor’s fiscal year for which the election is made. “Fiscal
year compensation” shall mean compensation relating to a period of service
coextensive with one or more consecutive fiscal years of the Employer, of which
no amount is paid or payable during the service period.


 


10













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


(c)           Performance-Based Compensation. Notwithstanding the foregoing, an irrevocable
deferral election pertaining to Bonus and LTIP Amounts which qualify as “performance-based
compensation” may be made by timely delivering an Election Form to the
Principal Sponsor, in accordance with the terms of the Plan, no later than six
months before the end of the performance period. “Performance-based
compensation” shall be compensation based on services performed over a period
of at least 12 months, in accordance with Code Section 409A and related
guidance.


 


(d)           Newly Eligible Participants. Notwithstanding the foregoing, a selected Employee
who first becomes eligible to participate in this Plan (and all like-kind plans
aggregated to this Plan for purposes of Code Section 409A) after the first
day of a Deferral Period, the Committee may permit the Participant to make a
deferral election within 30 days after he or she first becomes eligible to
participate in the Plan, or within such other earlier deadline as may be
established by the Committee, in its sole discretion, in order to participate
for such period. In such event, such person’s participation in this Plan shall
not commence earlier than 30 days after he or she first becomes eligible to
participate in the Plan, and such person shall not be permitted to defer under
this Plan any portion of his or her Base Salary, Bonus, LTIP Amounts, Operator
Share Dividends or Operator Share Bonus that are paid with respect to services
performed prior to his or her participation commencement date, except to the
extent permissible under Code Section 409A and related Treasury guidance
or Regulations.


 


3.4           Withholding
and Crediting of Annual Deferral Amounts.  For each Plan Year, the Base Annual Salary portion of the
Annual Deferral Amount shall be withheld from each regularly scheduled Base
Annual Salary payroll in equal amounts, as adjusted from time to time for
increases and decreases in Base Annual Salary. The Bonus, LTIP Amounts,
Operator Share Dividends and Operator Share Bonus shall be withheld at the time
the Bonus, LTIP Amounts, Operator Share Dividends or Operator Share Bonus are
or otherwise would be paid to the Participant, whether or not this occurs
during the applicable Deferral Period itself. Annual Deferral Amounts shall be
credited to a Participant’s Annual Deferral Account at the time such amounts  would
otherwise have been paid to the Participant.


 


3.5           Annual
Discretionary Contribution Amount.


 


(a)           For each Plan Year, an Employer may be required to credit amounts to a
Participant’s Discretionary Contribution Account in accordance with employment
or other agreements entered into between the Participant and the Employer. Such
amounts shall be credited on the date or dates prescribed by such agreements.


 


(b)           For each Plan Year, an Employer, in its sole discretion, may, but is
not required to, credit any amount it desires to any Participant’s
Discretionary Contribution Account under this Plan, which amount shall be for
that Participant the Annual Discretionary Contribution Amount for that Plan
Year. The amount so credited to a Participant may be smaller or larger than the
amount credited to any other Participant, and the amount credited to any
Participant for a Plan Year may be zero, even though one or more other
Participants receive an Annual Discretionary Contribution Amount for that Plan
Year. The  Annual 


 


11













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


Discretionary Contribution Amount described in this
Section 3.5(b), if any, shall be credited as of the last day of the Plan
Year. If a Participant is not employed by an Employer as of the last day of a
Plan Year other than by reason of his or her Retirement or death while
employed, the Annual Discretionary Contribution Amount for that Plan Year shall
be zero.


 


3.6           Vesting.


 


(a)           A Participant shall at all times be 100% vested in his or her Annual
Deferral Accounts, Restricted Stock Account, Stock Option Gain Account and
Profit Sharing Account.


 


(b)           A Participant shall be vested in his or her Discretionary Contribution
Account in accordance with the vesting schedule(s) set forth in his or her Plan
Agreement, employment agreement or any other agreement entered into between the
Participant and his or her Employer. If not addressed in such agreements, a
Participant shall vest in his or her Discretionary Contribution Account in
accordance with the schedule declared by the Committee in its sole discretion.


 


3.7           Crediting/Debiting
of Account Balances.  In accordance with, and subject to, the rules and
procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participant’s Account
Balance in accordance with the following rules:


 


(a)           Measurement Funds.
Subject to the restrictions found in this
Section 3.7, the Participant may elect one or more of the measurement
funds selected by the Committee, in its sole discretion, which are based on
certain mutual funds (the “Measurement Funds”), for the purpose of crediting or
debiting additional amounts to his or her Account Balance. As necessary, the
Committee may, in its sole discretion, discontinue, substitute or add a
Measurement Fund. Each such action will take effect as of the first day of the
first calendar quarter that begins at least thirty (30) days after the day on
which  the Committee gives Participants
advance written notice of such change.


 


(b)           Election of
Measurement Funds. Subject to the
restrictions found in this Section 3.7, a Participant, in connection with
his or her initial deferral election in accordance with Section 3.3(a)
above, shall elect, on the Election Form, one or more Measurement Fund(s) (as
described above) to be used to determine the amounts to be credited or debited
to his or her Account Balance. If a Participant does not elect any of the
Measurement Funds as described in the previous sentence, the Participant’s
Account Balance shall automatically be allocated into the lowest-risk
Measurement Fund, as determined by the Committee, in its sole discretion. Subject
to the restrictions found in Section 3.7, the Participant may (but is not
required to) elect, by submitting an Election Form to the Committee that is
accepted by the Committee, to add or delete one or more Measurement Fund(s) to
be used to determine the amounts to be credited or debited to his or her
Account Balance, or to change the portion of his or her Account Balance
allocated to each previously or newly elected Measurement Fund. If an election
is made in 


 


12













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


accordance with the previous sentence, it shall apply as of
the first business day deemed reasonably practicable by the Committee, in its
sole discretion, and shall continue thereafter for each subsequent day in which
the Participant participates in the Plan, unless changed in accordance with the
previous sentence.


 


(c)           Declared Rate Measurement Fund. Subject
to the restrictions found in this Section 3.7, a Participant may allocate
or re-allocate any portion of his or her Account Balance to the Declared Rate
Measurement Fund, at any time. The rate of interest credited on amounts
allocated to the Declared Rate Measurement Fund shall be the Crediting Rate and
such interest shall be credited and compounded on a daily basis to a
Participant’s Account Balance.


 


(d)           Proportionate Allocation. In making any election, the Participant shall
specify on the Election Form, in increments of one percent (1%), the percentage
of his or her Account Balance to be allocated to a Measurement Fund (as if the
Participant was making an investment in that Measurement Fund with that portion
of his or her Account Balance).


 


(c)           Crediting or Debiting Method. The performance of each elected Measurement Fund
(either positive or negative) will be determined by the Committee, in its
reasonable discretion, based on the performance of the Measurement Funds
themselves. A Participant’s Account Balance shall be credited or debited on a
daily basis based on the performance of each Measurement Fund selected by the
Participant, such performance being determined by the Committee in its sole
discretion.


 


(f)            No Actual
Investment. Notwithstanding any other
provision of this Plan that may be interpreted to the contrary, the Measurement
Funds are to be used for measurement purposes only, and a Participant’s
election of any such Measurement Fund, the allocation to his or her Account
Balance thereto, the calculation of additional amounts and the crediting or
debiting of such amounts to a Participant’s Account Balance shall  not
be considered or construed in any manner as an actual investment of his or her
Account Balance in any such Measurement Fund. In the event that the Principal
Sponsor or the Trustee (as that term is defined in the Trust), in its own
discretion, decides to invest funds in any or all of the investments on which
the Measurement Funds are based, no Participant shall have any rights in or to
such investments themselves. Without limiting the foregoing, a Participant’s
Account Balance shall at all times be a bookkeeping entry only and shall not
represent any investment made on his or her behalf by the Principal Sponsor or
the Trust; the Participant shall at all times remain an unsecured creditor of
the Principal Sponsor.


 


3.8           FICA and Other Taxes.


 


(a)           Annual Deferral
Amounts. For each Deferral Period in which
an Annual Deferral Amount is being withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Annual
Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator Share
Bonus that are not being 


 


13












 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


deferred, in a manner determined by the Employer(s), the
Participant’s share of FICA and other employment taxes on such Annual Deferral
Amount. If necessary, the Committee may reduce the Annual Deferral Amount in
order to comply with this Section 3.8.


 


(b)           Discretionary
Contribution Account. When a Participant
becomes vested in a portion of his or her Discretionary Contribution Account,
the Participant’s Employer(s) shall withhold from the Participant’s Base Annual
Salary, Bonus, LTIP Amounts, Operator Share Dividends and/or Operator Share
Bonus that are not deferred, in a manner determined by the Employer(s), the
Participant’s share of FICA and other employment taxes. If necessary, the
Committee may reduce the vested portion of the Participant’s Discretionary
Contribution Account in order to comply with this Section 3.8.


 


(c)           Distributions. The Participant’s Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under this Plan
all federal, state and local income, employment and other taxes required to be
withheld by the Employer(s), or the trustee of the Trust, in connection with
such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.


 


ARTICLE 4

Deduction Limitation


 


4.1           Deduction
Limitation on Benefit Payments.  The Principal Sponsor may determine that as a result of the
application of the limitation under Code Section 162(m), a distribution
payable to a Participant pursuant to this Plan would not be deductible if such
distribution were made at the time required by the Plan. If the Principal
Sponsor makes such a determination, then the distribution shall not be paid to
the Participant until such time as the distribution first becomes deductible. The
amount of the distribution shall continue to be adjusted in accordance with
Section 3.7 above until it is distributed to the Participant. The amount of
the distribution, plus amounts credited or debited thereon, shall be paid to
the Participant or his or her Beneficiary (in the event of the Participant’s
death) at the earliest possible date, as determined by the Principal Sponsor,
on which the deductibility of compensation paid or payable to the Participant
for the taxable year of the Principal Sponsor during which the distribution is
made will not be limited by Section 162(m). Notwithstanding the foregoing,
the Committee shall interpret this provision in a manner that is consistent
with Code Section 409A and other applicable tax law, including but not
limited to guidance issued after the effective date of this Plan.


 


ARTICLE 5

In-Service Distribution; Unforeseeable Financial Emergencies;

Withdrawal Election


 


5.1          In-Service Distribution.  In connection with each election to defer
an Annual Deferral Amount, a Participant may irrevocably elect to receive an In-Service
Distribution from the Plan with 


 


14













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


respect
to all or a portion of the Annual Deferral Amount. The In-Service Distribution
shall be a lump sum payment in an amount that is equal to the portion of the
Annual Deferral Amount that the Participant elected to have distributed as an
In-Service Distribution, plus amounts credited or debited in the manner
provided in Section 3.7 above on that amount, calculated as of the close
of business on or around the date on which the In-Service Distribution becomes
payable, as determined by the Committee in its sole discretion. Subject to the
other terms and conditions of this Plan, each In-Service Distribution elected
shall be paid out during a sixty (60) day period commencing immediately after
the first day of any Plan Year designated by the Participant. The Plan Year
designated by the Participant must be at least three Plan Years after the end
of the Plan Year in which the Annual Deferral Amount is actually deferred. By
way of example, if an In-Service Distribution is elected for Annual Deferral
Amounts that are deferred in the Plan Year commencing January 1, 2005, the
In-Service Distribution would become payable during a sixty (60) day period
commencing January 1, 2009.  A Participant may elect to change
to an allowable alternative payout date in accordance with this
Section 5.1 by submitting a new Election Form to the Committee, subject to
the following:


 


(a)           A Participant may only elect to change an In-Service Distribution Date
one time;


 


(b)           Such In-Service Distribution Election Form must be submitted to and
accepted by the Committee at least 12 months prior to the Participant’s
previously designated
In-Service Distribution Date;


 


(c)           The new In-Service Distribution Date selected by the Participant must
be the first day of a Plan Year, and must be at least five years after the previously designated In-Service
Distribution Date; and


 


(d)           The election of the new In-Service Distribution Date
shall have no effect until at least 12 months after the date on which the
election is made.


 


5.2           Other Benefits Take Precedence Over In-Service Distributions.  Should an event occur that triggers a
benefit under Article 6, 7, 8, 9 or 10, any Annual Deferral Amount, plus
amounts credited or debited thereon, that is subject to an In-Service
Distribution election under Section 5.1 shall not be paid in accordance
with Section 5.1 but shall be paid in accordance with the other applicable
Article.


 


5.3         Withdrawal Payout/Suspensions for Unforeseeable
Financial Emergencies.  If the Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee (i) to suspend
deferrals of Base Annual Salary, Bonus, LTIP Amounts, Operator Share Dividends
and Operator Share Bonus required to be made by such Participant, to the extent
deemed necessary by the Committee to satisfy the Unforeseeable Financial
Emergency, or (ii) to suspend deferrals of Base Annual Salary, Bonus, LTIP
Amounts, Operator Share Dividend and Operator Share Bonus required to be made
by such Participant, to the extent deemed necessary by the Committee to satisfy
the Unforeseeable Financial Emergency, and receive a partial or full payout
from the Plan. The payout shall not exceed the lesser of the Participant’s
vested Account Balance, excluding the portion of the Account Balance calculated
as if such Participant were receiving a Termination Benefit, or the amount
reasonably needed to satisfy the 


 


15













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


Unforeseeable
Financial Emergency. A Participant may not receive a payout from the Plan to
the extent that the Unforeseeable Financial Emergency is or may be relieved
(i) through reimbursement or compensation by insurance or otherwise,
(ii) by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship or
(iii) by suspension of deferrals under this Plan.


 


If the Committee, in its sole discretion, approves a
Participant’s petition for suspension, the Participant’s deferrals under this
Plan shall be suspended as of the date of such approval. If the Committee, in
its sole discretion, approves a Participant’s petition for suspension and
payout, the Participant’s deferrals under this Plan shall be suspended as of
the date of such approval and the Participant shall receive a payout from the
Plan within sixty (60) days of the date of such approval.


 


ARTICLE 6

Change in Control Benefit


 


6.1           Change
in Control Benefit.  A Participant, in connection with his or her commencement
of participation in the Plan, shall irrevocably elect on an Election Form
whether to (i) receive a lump sum payment (the “Change in Control Benefit”)
in the event of the Participant’s Retirement or Termination of Employment
within six (6) months following the occurrence of a Change in Control, which
shall be equal to the Participant’s vested Account Balance, calculated as of
the close of business on or around the Participant’s  Benefit Distribution Date, as determined by
the Committee in its sole discretion, or (ii) to have his or her Account
Balance remain subject to the terms and conditions of the Participant’s
Election Form pertaining to the Participant’s Termination Benefit or Retirement
Benefit, as applicable. If a Participant does not make any election with
respect to the payment of the Change in Control Benefit, then such Participant’s
Account Balance shall be subject to the terms and conditions of the Participant’s
Election Form pertaining to the Participant’s Termination Benefit or Retirement
Benefit, as applicable.


 


6.2           Payment
of Change in Control Benefit.  The Change in Control Benefit, if any, shall be paid to the
Participant in a lump sum no later than sixty (60) days after the Participant’s
Benefit Distribution Date, which for this purpose shall mean the date on which
the Participant Retires or experiences a Termination of Employment (except
that, in the case of a Participant who is a Specified Employee, the date that
is six months and one day following the date on which the Participant Retires
or experiences a Termination of Employment). Notwithstanding the foregoing, the
Committee shall interpret all provisions in this Plan relating to a Change in
Control Benefit in a manner that is consistent with Code Section 409A and
other applicable tax law, including but not limited to guidance issued after
the effective date of this Plan.


 


16













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


ARTICLE 7

Retirement Benefit


 


7.1           Retirement
Benefit.  A Participant who Retires shall receive, as a Retirement
Benefit, his or her vested Account Balance, calculated as of the close of
business on or around  the occurrence of
the Participant’s Benefit Distribution Date, as determined by the Committee in
its sole discretion.


 


7.2           Payment
of Retirement Benefit.


 


(a)           In connection with the Participant’s election to defer an Annual
Deferral Amount, the Participant shall select one of the following alternative
forms of payment with respect to the Annual Deferral Account that relates to
such Annual Deferral Amount. The Participant shall elect on an Election Form to
receive applicable Account in a lump sum or pursuant to an Installment Method
of two to twenty years (24 to 240 months) and shall select a Benefit
Distribution Date. The Participant may change this election by submitting an
Election Form to the Committee in accordance with the following criteria:


 


(i)            The election to modify
the time and/or form of payment for the Annual Deferral Account, as applicable,
shall have no effect until at least 12 months after the date on which the
election is made;


 


(ii)           The first payment
related to such Account shall be delayed at least five years from the
originally scheduled Benefit Distribution Date for such Account, as described
in Section 1.9;


 


(iii)          The election to modify
the Retirement Benefit shall have no effect until at least 12 months after the
date on which the election is made; and


 


(iv)         Notwithstanding the
foregoing, the Committee shall interpret all provisions relating to changing
the Retirement Benefit election under this Article 7 in a manner that is consistent
with Code Section 409A and other applicable tax law, including but not
limited to guidance issued after the effective date of this Plan.


 


(b)           Notwithstanding the foregoing, the Participant’s vested Discretionary
Contribution Account shall be paid in a lump sum on the January 1
immediately following the Participant’s Retirement (or, in the case of a
Specified Employee, the date that is six months and one day immediately
following the date on which the Participant Retires, if later than such January 1).


 


(c)           The Election Form most recently accepted by the Principal Sponsor shall
govern the payout of the Account. If a Participant does not make any election
with respect to the payment of an Annual Deferral Amount, the Annual Deferral
Account that relates thereto shall be payable, together with the Participant’s
Discretionary Contribution Account, in a lump sum on the January 1
immediately following the Participant’s Retirement (or, in the case of a
Specified Employee, the date that is six months and one day immediately
following the date on which the Participant Retires, if later than such
January 1).


 


17













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


(d)           The lump sum payment shall be made, or installment payments shall
commence, no later than sixty (60) days after the Participant’s Benefit
Distribution Date. Remaining monthly installments, if any, shall be paid no
later than fifteen (15) days after the last business day of the preceding month.
Remaining annual installments, if any, shall be paid no later than sixty (60)
days after each anniversary of Participant’s Benefit Distribution Date.


 


ARTICLE 8

Termination Benefit


 


8.1           Termination
Benefit.  A Participant who experiences a Termination of Employment
shall receive a Termination Benefit, which shall be equal to the Participant’s
vested Account Balance, calculated as of the close of business on or around the
occurrence of the Participant’s Benefit Distribution Date, as determined by the
Committee in its sole discretion.


 


8.2           Payment of Termination Benefit.


 


(a)           In connection with the Participant’s election to defer an Annual
Deferral Amount, the Participant shall select a Benefit Distribution Date to
receive payment of the Annual Deferral Account that relates to such Annual
Deferral Amount. The Termination Benefit shall be paid to the Participant in a
lump sum payment no later than sixty (60) days after the Participant’s Benefit
Distribution Date. The Participant may change this election by submitting an
Election Form to the Committee in accordance with the following criteria:


 


(i)            The election to modify
the time of payment for the Annual Deferral Account , as applicable, shall have
no effect until at least 12 months after the date on which the election is
made;


 


(ii)           The first payment
related to such Account shall be delayed at least five years from the
originally scheduled Benefit Distribution Date for such Account, as described
in Section 1.9;


 


(iii)          The election to modify
the Termination Benefit shall have no effect until at least 12 months after the
date on which the election is made; and


 


(iv)         Notwithstanding the
foregoing, the Committee shall interpret all provisions relating to changing
the Termination Benefit election under this Article 8 in a manner that is
consistent with Code Section 409A and other applicable tax law, including
but not limited to guidance issued after the effective date of this Plan.


 


(b)           Notwithstanding the foregoing, the Participant’s vested Discretionary
Contribution Account shall be paid in a lump sum on the January 1
immediately following the Participant’s Termination of Employment (or, in the
case of a Specified Employee, the date that is six months and one day following
the date on which the Participant incurs a Termination of Employment, if later
than such January 1).


 


18













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


(c)           The Election Form most recently accepted by the Principal Sponsor shall
govern the payout of the Account. If a Participant does not make any election
with respect to the payment of an Annual Deferral Amount, the Annual Deferral
Account that relates thereto shall be payable, together with the Participant’s
Discretionary Contribution Account, in a lump sum on the January 1
immediately following the Participant’s Termination of Employment (or, in the
case of a Specified Employee, the date that is six months and one day following
the date on which the Participant incurs a Termination of Employment, if later
than such January 1).


 


ARTICLE 9

Disability Waiver and Benefit


 


9.1          Disability Waiver.   A Participant who is determined to be
suffering from a Disability shall be excused from fulfilling that portion of
the Annual Deferral Amount commitment that would otherwise have been withheld
from a Participant’s Base Annual Salary, Bonus, LTIP Amounts, Operator Share
Dividends and/or Operator Share Bonus during the remainder of the applicable
Deferral Period in which the Participant first suffers the Disability. During
the period of Disability, the Participant shall not be allowed to make any
additional deferral elections.


 


9.2          Disability Benefit.


 


(a)           Disability Benefit. Upon a Participant’s Disability, the Participant
shall receive a Disability Benefit, which shall be equal to the Participant’s
vested Account Balance, calculated as of the close of business on or around the
Participant’s Benefit Distribution Date.


 


(b)           Payment of Disability Benefit. If the Disabled Participant is not otherwise
eligible to Retire, the Participant shall receive his or her Disability Benefit
in a lump sum payment no later than sixty (60) days after his or her Benefit
Distribution Date. If the Disabled Participant is eligible to Retire, the
Participant shall receive his or her Disability Benefit in the same form in
which such Participant elected to receive his or her Retirement Benefit,
commencing no later than sixty (60) days after the Disabled Participant’s
Benefit Distribution Date. Remaining
monthly installments, if any, shall be paid no later than fifteen (15) days
after the last business day of the preceding month. Remaining annual
installments, if any, shall be paid no later than sixty (60) days after each
anniversary of Participant’s Benefit Distribution Date.


 


ARTICLE 10

Survivor Benefit


 


10.1        Survivor Benefit.  The Participant’s Beneficiary(ies) shall receive a Survivor
Benefit upon the Participant’s death which will be equal to (i) the Participant’s
vested Account Balance, calculated as of the close of business on or around the
date of the Participant’s death, if the 


 


19













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


Participant
dies prior to his or her Retirement, Termination of Employment or Disability,
or (ii) the Participant’s unpaid Retirement Benefit or Disability Benefit,
calculated as of the close of business on or around the date of the Participant’s
death, if the Participant dies before his or her Retirement Benefit or
Disability Benefit is paid in full.


 


10.2         Payment
of Survivor Benefit.  A Participant, in connection with his or her commencement
of participation in the Plan, shall elect on an Election Form to have the
Survivor Benefit paid to his or her Beneficiary(ies) in a lump sum or pursuant
to an Installment Method of two to twenty years (24 to 240 months). If a
Participant does not make any election with respect to the payment of the
Survivor Benefit, then such benefit shall be payable in a lump sum. The lump
sum payment shall be made, or installment payments shall commence, no later
than sixty (60) days after the date on which the Committee is provided with
proof that is satisfactory to the Committee of the Participant’s
death.  Remaining monthly installments, if any, shall be paid no
later than fifteen (15) days after the last business day of the preceding month.
Remaining annual installments, if any, shall be paid no later than sixty (60)
days after each anniversary of Participant’s Benefit Distribution Date.


 


ARTICLE 11

Forfeiture of Benefits


 


11.1        Forfeiture of Benefits.  Notwithstanding any provision in this Plan or a Participant’s
Plan Agreement to the contrary, a Participant’s Account Balance shall not be
credited or debited in the manner provided in Section 3.7 and no
distribution shall be made to a Participant while a Participant engages in the
following:


 


(a)           Intentional conduct resulting in material harm to Hormel or an
Affiliate; or


 


(b)           In any employment or self-employment with a competitor of Hormel or an
Affiliate within the geographical area which is then served by Hormel or an
Affiliate during the Participant’s employment or during a period of two (2)
years after the termination of the Participant’s employment.


 


Any dispute arising under or with respect to this
Section 11.1 shall be subject to the claims procedure set forth in
Article 17.


 


ARTICLE 12

Beneficiary Designation


 


12.1         Right
to Designate.  Each Participant may designate, upon forms to be furnished
by and filed with the Committee, one or more primary Beneficiaries or
contingent Beneficiaries to receive all or a specified part of such Participant’s
Account Balance in the event of such Participant’s death. The Participant may
change or revoke any such designation from time to time without notice to or
consent from any Beneficiary. No such designation, change or revocation shall
be effective 


 


20













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


unless
executed by the Participant and received by the Committee during the
Participant’s lifetime.


 


12.2         Failure
of Designation.  If a Participant:


 


(a)           Fails to designate a Beneficiary,


 


(b)           Designates a Beneficiary and thereafter revokes such designation
without naming another Beneficiary, or


 


(c)           Designates one or more Beneficiaries and all such Beneficiaries so
designated fail to survive the Participant,


 


such Participant’s Account Balance, or the part
thereof as to which such Participant’s designation fails, as the case may be,
shall be payable to the first class of the following classes of automatic
Beneficiaries with a member surviving the Participant and (except in the case
of surviving issue) in equal shares if there is more than one member in such
class surviving the Participant:


 


Participant’s
surviving spouse

Participant’s surviving issue per stirpes and not per capita

Participant’s surviving parents

Participant’s surviving brothers and sisters

Representative of Participant’s estate.


 


12.3         Disclaimers
by Beneficiaries.  A Beneficiary entitled to a distribution of all or a
portion of a deceased Participant’s Account Balance may disclaim an interest
therein subject to the following requirements. To be eligible to disclaim, a
Beneficiary must be a natural person, must not have received a distribution of
all or any portion of the Account Balance at the time such disclaimer is
executed and delivered, and must have attained at least age twenty-one (21)
years as of the date of the Participant’s death. Any disclaimer must be in
writing and must be executed personally by the Beneficiary before a notary
public. A disclaimer shall state that the Beneficiary’s entire interest in the
undistributed Account Balance is disclaimed or shall specify what portion
thereof is disclaimed. To be effective, duplicate original executed copies of
the disclaimer must be both executed and actually delivered to the Committee
after the date of the Participant’s death but not later than forty-five (45)
days after the date of the Participant’s death. A disclaimer shall be
irrevocable when delivered to the Committee. A disclaimer shall be considered
to be delivered to the Committee only when actually received by the Committee. The
Committee shall be the sole judge of the content, interpretation and validity
of a purported disclaimer. Upon the filing of a valid disclaimer, the
Beneficiary shall be considered not to have survived the Participant as to the interest
disclaimed.  A disclaimer by a Beneficiary shall not be considered to
be a transfer of an interest in violation of the provisions in
Section 19.4 and shall not be considered to be an assignment or alienation
of benefits in violation of federal law prohibiting the assignment or
alienation of benefits under this Plan. No other form of attempted disclaimer
shall be recognized by the Committee.


 


21













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


12.4       Definitions.  When used herein and, unless the Participant has otherwise
specified in the Participant’s Beneficiary Designation Form, when used in a
Beneficiary designation, “issue” means all persons who are lineal descendants
of the person whose issue are referred to, including legally adopted
descendants and their descendants but not including illegitimate descendants
and their descendants; “child” means an issue of the first generation; “per
stirpes” means in equal shares among living children of the person whose issue
are referred to and the issue (taken collectively) of each deceased child of
such person, with such issue taking by right of representation of such deceased
child; and “survive” and “surviving” mean living after the death of the
Participant.


 


12.5        Special Rules.  Unless the Participant has otherwise specified in the
Participant’s Beneficiary Designation Form, the following rules shall apply:


 


(a)           If there is not sufficient evidence that a Beneficiary was living at
the time of the death of the Participant, it shall be deemed that the
Beneficiary was not living at the time of the death of the Participant.


 


(b)          The automatic Beneficiaries specified in Section 12.2 and the
Beneficiaries designated by the Participant shall become fixed at the time of
the Participant’s death so that, if a Beneficiary survives a Participant but
dies before receipt of the payment due such Beneficiary hereunder, such payment
shall be payable to the representative of such Beneficiary’s estate.


 


(c)           If the Participant designates as a Beneficiary the person who is the
Participant’s spouse on the date of the designation, either by name or by
relationship, or both, the dissolution, annulment or other legal termination of
the marriage between the Participant and such person shall automatically revoke
such designation. (The foregoing shall not prevent the Participant from
designating a former spouse as a Beneficiary on the Beneficiary Designation
Form executed by the Participant and received by the Committee after the date
of the legal termination of the marriage between the Participant and such
former spouse, and during the Participant’s lifetime.)


 


(d)           Any designation of a nonspouse Beneficiary by name that is accompanied
by a description of relationship to the Participant shall be given effect
without regard to whether the relationship to the Participant exists either
then or at the Participant’s death.


 


(e)           Any designation of a Beneficiary only by statement of relationship to
the Participant shall be effective only to designate the person or persons
standing in such relationship to the Participant at the Participant’s death.


 


A Beneficiary designation is permanently void if it
either is executed or is filed by a Participant who, at the time of such
execution or filing, is then a minor under the law of the state of the
Participant’s legal residence. The Committee shall be the sole judge of the
content, interpretation and validity of a purported Beneficiary designation.


 


22













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


12.6         No
Spousal Rights.  No
spouse or surviving spouse of a Participant and no person designated to be a
Beneficiary shall have any rights to or interest in the benefits accumulated
under this Plan including, but not limited to, the right to be the sole
Beneficiary or to consent to the designation of Beneficiaries (or the changing
of designated Beneficiaries) by the Participant.


 


12.7        Death Prior to Full Distribution.  If, at the death of the Participant, any
payment to the Participant was due or otherwise pending but not actually paid,
the amount of such payment shall be included in the Account Balance which is
payable to the Beneficiary (and shall not be paid to the Participant’s estate).


 


12.8        Discharge of Obligations.  The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge all Employers and the Committee from all
further obligations under this Plan with respect to the Participant, and that
Participant’s Plan Agreement shall terminate upon such full payment of
benefits.


 


ARTICLE 13

Leave of Absence


 


13.1         Paid
Leave of Absence.  If a Participant is authorized by the Participant’s Employer
to take a paid leave of absence from the employment of the Employer, the
Participant shall continue to be considered eligible for the benefits provided
in Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions of those
Articles.


 


13.2         Unpaid
Leave of Absence.  If a Participant is authorized by the Participant’s
Employer to take an unpaid leave of absence from the employment of the
Employer, such Participant shall continue to be eligible for the benefits
provided in Articles 5, 6, 7, 8, 9 or 10 in accordance with the provisions
of those Articles. However, the Participant shall be excused from fulfilling
that portion of the Annual Deferral Amount commitment that would otherwise have
been withheld from such Participant’s Base Annual Salary, Bonus, LTIP Amounts,
Operator Share Dividends and/or Operator Share Bonus during the remainder of
the Deferral Period in which the unpaid leave of absence is taken. During the
unpaid leave of absence, the Participant shall not be allowed to make any
additional deferral elections. However, if the Participant returns to
employment, the Participant may elect to defer an Annual Deferral Amount for
the Deferral Period following his or her return to employment and for every
Deferral Period thereafter while a Participant in the Plan.


 


ARTICLE 14

Termination, Amendment or Modification


 


14.1        Termination.  Although each Employer anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that any
Employer will continue to sponsor the Plan in the future. Accordingly, each
Employer reserves the right to discontinue its sponsorship of the Plan at any
time with respect to any or all of its participating Employees, by action of
its board of 


 


23













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


directors;
provided, however, the Board shall have the sole authority to terminate the
Plan at any time. If there is a termination of the Plan with respect to all
Participants, the Employer shall have the right, in its sole discretion, and
notwithstanding any elections made by the Participant, to amend the Plan to
immediately pay all benefits in a lump sum following such Plan termination, to
the extent permissible under Section 409A of the Code and related Treasury
regulations and guidance. Notwithstanding the foregoing, , that the Participant’s
vested accrued benefit as of the date of such amendment or termination, if any,
shall not be, without the written consent of the Participant, diminished or
delayed by such amendment or termination.


 


14.2        Amendment.  The Compensation Committee of the Board may, at any time,
amend or modify the Plan in whole or in part; provided, however, that:  (i) no amendment or modification shall
be effective to decrease or restrict the value of a Participant’s vested
Account Balance in existence at the time the amendment or modification is made,
calculated as if the Participant had experienced a Termination of Employment as
of the effective date of the amendment or modification or, if the amendment or
modification occurs after the date upon which the Participant was eligible to
Retire, the Participant had Retired as of the effective date of the amendment
or modification, and (ii) no amendment or modification of this
Section 14.2 shall be effective. The amendment or modification of the Plan
shall not affect any Participant or Beneficiary who has become entitled to the
payment of benefits under the Plan as of the date of the amendment or
modification; provided, however, if there is a termination of the Plan with
respect to all Participants, the Employer shall have the right, in its sole
discretion, and notwithstanding any elections made by the Participant, to amend
the Plan to immediately pay all benefits in a lump sum following such Plan
termination, to the extent permissible under Section 409A of the Internal
Revenue Code.


 


14.3        Plan Agreement.  Despite the provisions of Sections 14.1 and 14.2
above, if a Participant’s Plan Agreement contains benefits or limitations that
are not in this Plan document, the Employer may only amend or terminate such
provisions with the written consent of the Participant.


 


14.4        Effect of Payment.  The full payment of the Participant’s vested Account
Balance under Articles 5, 6, 7, 8, 9 or 10 of the Plan shall completely
discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan and the Participant’s Plan Agreement shall
terminate.


 


ARTICLE 15

Administration


 


15.1        Committee Duties.  Except as otherwise provided in this Article 15, this
Plan shall be administered by the Compensation Committee of the Board of
Directors of the Principal Sponsor (the “Committee”). The Committee shall have
final authority to interpret and construe the Plan and determine all factual
and legal questions under the Plan. The Committee shall also have the
discretion and authority to (i) make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan and (ii) decide
or resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan. When making a 


 


24













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


determination
or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Principal Sponsor. Notwithstanding the
foregoing, the Committee may delegate to the Executive Committee of the
Principal Sponsor the authority to: 
(i) determine who is eligible to participate, other than with
respect to Section 16 Officers; (ii) decide claims for benefits which
are brought by Participants or Beneficiaries, other than with respect to Section 16
Officers; and (iii) add or remove the Measuring Investments available for
Participants’ investment elections under Section 3.8. Any individual
serving on the Compensation Committee or the Executive Committee who is a
Participant shall not vote or act on any matter relating solely to himself or
herself or to any individual superior to himself or herself in the
organization.


 


15.2         Agents. In
the administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative) and may from time to
time consult with counsel who may be counsel to any Employer.


 


15.3         Binding Effect of Decisions.  The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Plan.


 


15.4         Indemnity
of Committee.  All Employers shall indemnify and hold harmless the members
of the Committee, any Employee to whom the duties of the Committee may be
delegated, and the Administrator against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to this Plan, except in the case of willful misconduct by the Committee, any of
its members, any such Employee or the Administrator.


 


15.5         Employer
Information.  To enable the Committee and/or Administrator to perform its
functions, the Principal Sponsor and each Employer shall supply full and timely
information to the Committee and/or Administrator, as the case may be, on all
matters relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination of Employment
of its Participants, and such other pertinent information as the Committee or
Administrator may reasonably require.


 


ARTICLE 16

Other Benefits and Agreements


 


16.1         Coordination
with Other Benefits.  The benefits provided for a Participant and Participant’s
Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program for employees of the Participant’s
Employer. The Plan shall supplement and shall not supersede, modify or amend
any other such plan or program except as may otherwise be expressly provided.


 


25













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


ARTICLE 17

Claims Procedures


 


17.1        Presentation of Claim.  Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a “Claimant”) may
deliver to the Committee a written claim for a determination with respect to
the amounts distributable to such Claimant from the Plan. If such a claim
relates to the contents of a notice received by the Claimant, the claim must be
made within sixty (60) days after such notice was received by the Claimant.
All other claims must be made within 180 days of the date on which the
event that caused the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.


 


17.2        Notification of Decision.  The Committee shall consider a Claimant’s claim within a
reasonable time, but no later than ninety (90) days after receiving the claim. If
the Committee determines that special circumstances require an extension of
time for processing the claim, written notice of the extension shall be
furnished to the Claimant prior to the termination of the initial ninety (90)
day period. In no event shall such extension exceed a period of ninety (90)
days from the end of the initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Committee expects to render the benefit determination. The Committee shall
notify the Claimant in writing:


 


(a)           that the Claimant’s requested determination has been made, and that the
claim has been allowed in full; or


 


(b)           that the Committee has reached a conclusion contrary, in whole or in
part, to the Claimant’s requested determination, and such notice must set forth
in a manner calculated to be understood by the Claimant:


 


(i)            the specific reason(s)
for the denial of the claim, or any part of it;


 


(ii)           specific reference(s)
to pertinent provisions of the Plan upon which such denial was based;


 


(iii)          a description of any
additional material or information necessary for the Claimant to perfect the
claim, and an explanation of why such material or information is necessary;


 


(iv)          an explanation of the
claim review procedure set forth in Section 17.3 below; and


 


(v)           a statement of the
Claimant’s right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.


 


17.3         Review
of a Denied Claim.  On or before sixty (60) days after receiving a notice
from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant’s duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim. The
Claimant (or the Claimant’s duly authorized representative):


 


26













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


(a)           may, upon request and free of charge, have reasonable access to, and
copies of, all documents, records and other information relevant to the claim
for benefits;


 


(b)           may submit written comments or other documents; and/or


 


(c)           may request a hearing, which the Committee, in its sole discretion, may
grant.


 


17.4         Decision
on Review.  The Committee shall render its decision on review promptly,
and no later than sixty (60) days after the Committee receives the
Claimant’s written request for a review of the denial of the claim. If the
Committee determines that special circumstances require an extension of time
for processing the claim, written notice of the extension shall be furnished to
the Claimant prior to the termination of the initial sixty (60) day period. In
no event shall such extension exceed a period of sixty (60) days from the end
of the initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. In rendering its
decision, the Committee shall take into account all comments, documents,
records and other information submitted by the Claimant relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination. The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:


 


(a)           specific reasons for the decision;


 


(b)           specific reference(s) to the pertinent Plan provisions upon which the
decision was based;


 


(c)           a statement that the Claimant is entitled to receive, upon request and
free of charge, reasonable access to and copies of, all documents, records and
other information relevant (as defined in applicable ERISA regulations) to the
Claimant’s claim for benefits; and


 


(d)           a statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a).


 


17.5         Legal
Action.  A Claimant’s compliance with the foregoing provisions of
this Article 17 is a mandatory prerequisite to a Claimant’s right to
commence any legal action with respect to any claim for benefits under this
Plan.


 


ARTICLE 18

Trust


 


18.1        Establishment of the Trust.  In order to provide assets from which to
fulfill the obligations of the Participants and their beneficiaries under the
Plan, the Principal Sponsor may establish a Trust by a trust agreement with a
third party, the trustee, to which each Employer may, in its discretion,
contribute cash or other property, including securities issued by the Principal
Sponsor, to provide for the benefit payments under the Plan.


 


18.2         Interrelationship
of the Plan and the Trust.  The provisions of the Plan and the Plan Agreement shall
govern the rights of a Participant to receive distributions pursuant to the
Plan. 


 


27













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


The
provisions of the Trust shall govern the rights of the Employers, Participants
and the creditors of the Employers to the assets transferred to the Trust. Each
Employer shall at all times remain liable to carry out its obligations under
the Plan.


 


18.3        Distributions From the Trust.  Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer’s obligations under
this Plan.


 


ARTICLE 19

Miscellaneous


 


19.1        Status of Plan.
The Plan is intended to
be a plan that is not qualified within the meaning of Code Section 401(a)
and that “is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees” within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted to the
extent possible in a manner consistent with that intent.


 


19.2        Unsecured General Creditor.  Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of an Employer. For purposes of
the payment of benefits under this Plan, any and all of an Employer’s assets
shall be, and remain, the general, unpledged unrestricted assets of the
Employer. An Employer’s obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future.


 


19.3        Employer’s Liability.  An Employer’s liability for the payment of benefits shall
be defined only by the Plan and the Plan Agreement, as entered into between the
Employer and a Participant. An Employer shall have no obligation to a
Participant under the Plan except as expressly provided in the Plan and his or
her Plan Agreement.


 


19.4         Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall, prior
to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.


 


19.5        Not a Contract of Employment.  The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any Employer
and the Participant. Such employment is hereby acknowledged to be an “at will”
employment relationship that can be terminated at any time for any reason, or
no reason, with or without cause, and with or without 


 


28













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


notice,
unless expressly provided in a written employment agreement. Nothing in this
Plan shall be deemed to give a Participant the right to be retained in the
service of any Employer as an Employee or to interfere with the right of any
Employer to discipline or discharge the Participant at any time.


 


19.6        Furnishing Information.  A Participant or his or her Beneficiary will cooperate with
the Committee by furnishing any and all information requested by the Committee
and take such other actions as may be requested in order to facilitate the
administration of the Plan and the payments of benefits hereunder, including
but not limited to taking such physical examinations as the Committee may deem
necessary.


 


19.7        Terms.  Whenever any words are used herein in the masculine, they
shall be construed as though they were in the feminine in all cases where they
would so apply; and whenever any words are used herein in the singular or in
the plural, they shall be construed as though they were used in the plural or
the singular, as the case may be, in all cases where they would so apply.


 


19.8        Captions.  The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.


 


19.9        Governing Law.  Subject to ERISA, the provisions of this Plan shall be construed
and interpreted according to the internal laws of the State of Minnesota  without regard to its conflicts of laws
principles.


 


19.10      Notice.  Any notice or filing required or permitted to be given to
the Committee under this Plan shall be sufficient if in writing and hand-delivered,
or sent by registered or certified mail, to the address below:


 


	
  Hormel Foods Corporation

  
	
  Attn: 
  Corporate Secretary

  
	
  1 Hormel Place

  
	
  Austin, MN 55912

  



 


Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.


 


Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Participant.


 


19.11      Successors.  The provisions of this Plan shall bind and inure to the
benefit of the Participant’s Employer and its successors and assigns and the
Participant and the Participant’s designated Beneficiaries.


 


19.12      Spouse’s Interest.  The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the
Participant and shall not be transferable by such spouse in any manner, including
but not limited to such spouse’s will, nor shall such interest pass under the
laws of intestate succession.


 


29













 


Hormel Foods Corporation


Executive Deferred Income
Plan II


Master Plan Document (2008 Restatement)


 


19.13      Validity.  In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal or invalid provision had never been inserted herein.


 


19.14       Incompetent.  If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared incompetent
or to a person incapable of handling the disposition of that person’s property,
the Committee may direct payment of such benefit to the guardian, legal
representative or person having the care and custody of such minor, incompetent
or incapable person. The Committee may require proof of minority, incompetence,
incapacity or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the account of the
Participant and the Participant’s Beneficiary, as the case may be, and shall be
a complete discharge of any liability under the Plan for such payment amount.


 


19.15      Court Order.  The Committee is authorized to make any payments directed
by court order in any action in which the Plan or the Committee has been named
as a party. In addition, if a court determines that a spouse or former spouse
of a Participant has an interest in the Participant’s benefits under the Plan
in connection with a property settlement or otherwise, the Committee, in its
sole discretion, shall have the right, notwithstanding any election made by a
Participant, to immediately distribute the spouse’s or former spouse’s interest
in the Participant’s benefits under the Plan to that spouse or former spouse.


 


19.16       Insurance.
The Employers, on their
own behalf or on behalf of the trustee of the Trust, and, in their sole
discretion, may apply for and procure insurance on the life of the Participant,
in such amounts and in such forms as the Trust may choose. The Employers or the
trustee of the Trust, as the case may be, shall be the sole owner and
beneficiary of any such insurance. The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the Employers
shall submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies to whom
the Employers have applied for insurance.


 


IN WITNESS WHEREOF, the
Principal Sponsor has signed this Plan document as of _____________, 2007.


 


	
   

  	
  “Principal Sponsor”

  
	
   

  	
  Hormel Foods
  Corporation, a Delaware corporation

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


30












 


APPENDIX
A


 


Retirement
Benefit


 


	
  Distribution Event

  	
   

  	
  Benefit Amount

  	
   

  	
  When 

  Participant

  Becomes

  Eligible

  	
   

  	
  Form of Payment

  	
   

  	
  When Payments Commence

  
	
  

  Retirement

  	
   

  	
  

  Post-409A Account Balance 

  deferred on or after January 1, 2005
  but not including Annual Deferral Amounts made with respect to Deferral
  Periods ending on or after January 1, 2008.

  	
   

  	
  

  Retirement

  	
   

  	
  

  

  

  When the Participant commenced participation, Participant selected the form
  of Retirement Benefit for the Account Balance, which may be:

   

  •     a lump sum, or

   

  •      monthly or annual installments over any
  period you elect from two to 24 years (24 to 240 months).

   

  Absent an effective election, the Participant will
  receive the Retirement Benefit as a lump sum.

   

  A Participant may elect to change the form of
  Retirement Benefit payment for the Account Balance, as long as (i) the
  election to change the form of payment for such Account Balance is not
  effective until at least one year after the date the election is made, and
  (ii) the first payment is delayed by at least five years following the date on which such payment would
  otherwise commence.

  	
   

  	
  

  Within 60 days after one of the following dates which the Participant
  selected when he or she commenced participation in the plan:

   

  •    the date of Retirement;

   

  •    the
  January 1 following Retirement;

   

  •    the
  later of Retirement or upon or attainment of a specified age not greater than
  65; or

   

  •    the
  later of the January 1 after Retirement or upon attainment of a
  specified age not greater than 65

   

  Note:
  Notwithstanding the foregoing, if the Participant is a Specified Employee,
  the Retirement Benefit may commence no earlier than six months and one day following
  Retirement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Retirement

  	
   

  	
  Pre-409A Account Balance 

  deferred before January 1, 2005.

  	
   

  	
  Retirement

  	
   

  	
  When the Participant commenced
  participation, Participant selected the form of Retirement Benefit for the
  Account Balance, which may be:

   

  •    a lump sum, or

   

  •    monthly or annual installments over any
  period you elect from two to 24 years (24 to 240 months).

   

  Absent an effective election, the Participant will
  receive the Retirement Benefit as a lump sum.

   

  A Participant may change the initial election, as
  long as the new election is submitted at least one year prior to Retirement.

  	
   

  	
  Within 60 days after one of the following dates which
  the Participant selected when he or she commenced participation in the plan:

   

  •   the date of Retirement;

   

  •   the
  January 1 following Retirement;

   

  •   the later
  of Retirement or upon or attainment of a specified age not greater than 65;
  or

   

  •    the
  later of the January 1 after Retirement or upon attainment of a
  specified age not greater than 65

  



 


A-1













 


Termination
Benefit


 


	
  Distribution
  Event

  	
   

  	
  Benefit

  Amount

  	
   

  	
  When

  Participant

  Becomes

  Eligible

  	
   

  	
  Form
  of Payment

  	
   

  	
  When
  Payments Commence

  
	
  

  Termination of Employment

  	
   

  	
  

  Post-409A Vested Account Balance deferred
  on or after January 1, 2005 but not including Annual Deferral Amounts
  made with respect to Deferral Periods ending on or after January 1, 2008.

  	
   

  	
  

  Termination of Employment that does not qualify as a Retirement.

  	
   

  	
  

  Lump sum only

  	
   

  	
  

  Within 60 days after one of the following dates which the Participant
  selected when he or she commenced participation in the plan:

   

  •    the date of Termination of Employment;

   

  •   the
  January 1 following Termination of Employment;

   

  •   the later
  of Termination of Employment or upon or attainment of a specified age not
  greater than 65; or

   

  •    the
  later of the January 1 after Termination of Employment or upon
  attainment of a specified age not greater than 65

   

  Note:
  Notwithstanding the foregoing, if the Participant is a Specified Employee,
  the Termination Benefit may commence no earlier than six months and one day following
  Termination of Employment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Termination of Employment

  	
   

  	
  Pre-409A Vested Account
  Balance deferred before January 1,
  2005.

  	
   

  	
  Termination of Employment that does not qualify as a
  Retirement.

  	
   

  	
  

  Lump sum only

  	
   

  	
  Within 60 days after one of the following dates
  which the Participant selected when he or she commenced participation in the plan:

   

  •    the date of Termination of Employment;

   

  •    the
  January 1 following Termination of Employment;

   

  •    the
  later of Termination of Employment or upon or attainment of a specified age
  not greater than 65; or

   

  •    the
  later of the January 1 after Termination of Employment or upon
  attainment of a specified age not greater than 65

  



 


Disability Benefit


 


If the Participant becomes Disabled, payment of the
entire vested Account Balance will be made within 60 days of the date on which
the Participant is determined to be Disabled. If the Participant is not yet
eligible to Retire, the Disability Benefit will be paid in a lump sum payment. If
the Participant is eligible to Retire, the Disability Benefit 


 


A-2













 


will be paid in the same form as if it were a
Retirement Benefit (i.e., in
installments from two to 24 years (24 to 240 months), as elected by the
Participant when he or she commenced participation in the Plan.


 


DEATH
BENEFIT


 


If the Participant dies prior to receiving the entire
benefit payable under the Plan, the Participant’s Beneficiary will receive the
balance of the benefit as soon as administratively practicable following the
Participant’s death. The Survivor Benefit will be paid in a lump sum payment or
in installments from two to 24 years (24 to 240 months), as elected by the
Participant when he or she commenced participation in the Plan.


 


OPTIONAL
DISTRIBUTIONS


 


The table below summarizes the amount, form and timing
of types of optional payments.


 


	
  Distribution Event

  	
   

  	
  Benefit
  Amount

  	
   

  	
  Conditions

  	
   

  	
  Form of
  Payment

  	
   

  	
  When Payment Commences

  
	
  

  Scheduled Distribution

  	
   

  	
  

  All or a portion of a Participant’s Annual Deferral Amounts and Annual Profit
  Sharing Amounts, plus related earnings, on
  or after January 1, 2005 but not including Annual Deferral Amounts made
  with respect to Deferral Periods ending on or after January 1, 2008.

  	
   

  	
   

  •    The distribution date selected must be a
  January 1 that is at least three years after the end of the Plan year to
  which the deferral election relates.

   

  •    The Participant may elect to postpone (but
  not cancel) an existing scheduled distribution, as long as (i) he or she
  submits an election at least one year prior to the previously designated
  scheduled distribution date, (ii) the new scheduled distribution date
  selected is a January 1 that is at least five years after the previously
  designated scheduled distribution date, and (iii) the election of the
  new scheduled distribution date is not effective until at least one year
  after the date the election is made. The Participant may postpone each
  scheduled distribution no more than one time.

  	
   

  	
  

  Lump sum

  	
   

  	
  

  Within 60 days of the January 1 selected by the Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled
  Distribution

  	
   

  	
  All
  or a portion of a Participant’s Annual Deferral Amounts and Annual Profit
  Sharing Amounts, plus related earnings, deferred
  before January 1, 2005.

  

  Note: prior to January 1,
  2005, the Plan permitted deferrals of restricted stock awards and stock
  option gains. Equity deferrals made prior to January 1, 2005 (if any)
  are not eligible for scheduled distributions.

  	
   

  	
  •    The distribution date selected must be a
  January 1 that is at least three years after the end of the Plan year to
  which the deferral election relates.

   

  •    The Participant may elect to postpone (but
  not cancel) an existing scheduled distribution, as long as (i) he or she
  submits an election at least 13 months prior to the previously designated
  scheduled distribution date, and (ii) the new scheduled distribution
  date selected is a January 1 that is at least three years after the
  previously designated scheduled distribution date.

  	
   

  	
  Lump
  sum

  	
   

  	
  Within 60 days of the
  January 1 selected by the Participant.

  



 


A-3













 


	
  On-Demand
  

  In-Service Distribution

  	
   

  	
  A
  Participant can elect to receive all or a portion of his or her Account
  Balance deferred before January 1,
  2005 (excluding restricted stock or stock option gain deferrals,
  if any), less a penalty.

  	
   

  	
  •    Available at any time.

   

  •    Participant must forfeit 10% of the amount
  withdrawn.

  	
   

  	
  Lump
  sum

  	
   

  	
  Within 60 days of
  approval.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unforeseeable
  Financial Emergency

  	
   

  	
  Emergency
  payment will be the lesser of:

   

  •    The amount needed, as determined by
  the Committee, including the amount
  needed to pay taxes on the distribution, or

   

  •    The Participant’s vested Account Balance.

  	
   

  	
  •    The Committee must determine that the
  Participant has suffered an extraordinary and unforeseeable financial loss.

   

  •    The Participant cannot receive a
  distribution to purchase a home or pay for a child’s tuition.

   

  •    The Participant will be suspended from
  participating in the Plan for the rest of the year and the following Plan
  year.

  	
   

  	
  Lump
  sum

  	
   

  	
  Within 60 days of
  approval.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change
  in Control

  	
   

  	
  Vested
  account balance deferred on or after
  January 1, 2005.

  	
   

  	
  •    A change in control must
  occur, followed by your termination of employment within 6 months of the
  change in control.

   

  •    Paid only if you affirmatively elect to
  receive this benefit when you begin participating in the plan.

  	
   

  	
  Lump
  sum

  	
   

  	
  Within 60 days of termination,
  except if you are a “key employee” as defined under federal tax laws, your
  termination benefit may commence no earlier than six months and one day following your termination of
  employment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change
  in Control

  	
   

  	
  Vested
  account balance deferred before
  January 1, 2005.

  	
   

  	
  •    A change in control must occur.

   

  •    Paid only if you affirmatively elect to
  receive this benefit when you begin participating in the plan.

  	
   

  	
  Lump
  sum

  	
   

  	
  Within 60 days of a
  change in control.

  



 


A-4