Exhibit 10.6
HORMEL FOODS CORPORATION
NONEMPLOYEE DIRECTOR DEFERRED STOCK PLAN
(Plan Adopted October 4, 1999; Amended and Restated Effective January 1, 2008)
1.
INTRODUCTION.
1.1.
PLAN HISTORY.
THE HORMEL FOODS CORPORATION NONEMPLOYEE DIRECTOR
DEFERRED STOCK PLAN (THE "PLAN") WAS FIRST ADOPTED OCTOBER 4, 1999 AND FIRST
RESTATED NOVEMBER 24, 2003 (COLLECTIVELY, THE "PRIOR PLAN DOCUMENTS").
THE PLAN
WAS AGAIN AMENDED AND RESTATED SEPTEMBER 18, 2006 TO COMPLY WITH SECTION 409A OF
THE INTERNAL REVENUE CODE, BUT ONLY WITH RESPECT TO DEFERRED COMPENSATION
CREDITED UNDER THE PLAN WHICH RELATES ALL OR IN PART TO SERVICES PERFORMED ON OR
AFTER JANUARY 1, 2005 ("NON-GRANDFATHERED DEFERRALS").
DEFERRED COMPENSATION
CREDITED UNDER THE PLAN WHICH RELATES ENTIRELY TO SERVICES PERFORMED ON OR
BEFORE DECEMBER 31, 2004 CONTINUES TO BE GOVERNED BY THE TERMS OF THE PRIOR PLAN
DOCUMENTS ("GRANDFATHERED DEFERRALS").
WITH RESPECT TO NON-GRANDFATHERED
DEFERRALS, THE PLAN IS HEREBY AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 2008,
TO BRING THE PLAN INTO COMPLIANCE WITH FINAL TREASURY REGULATIONS ISSUED UNDER
SECTION 409A OF THE INTERNAL REVENUE CODE, AND TO ALLOW PARTICIPANTS, DURING A
LIMITED PERIOD ENDING DECEMBER 31, 2008, AN OPPORTUNITY TO CHANGE THE FORM OF
PAYMENT FOR DISTRIBUTION ELECTIONS FROM ONE FORM OF PAYMENT PERMITTED UNDER THE
PLAN TO A DIFFERENT FORM OF PAYMENT PERMITTED UNDER THE PLAN FOR ALL AMOUNTS
CREDITED TO THE PLAN THAT ARE SUBJECT TO SECTION 409A OF THE CODE (WITH SPECIAL
TRANSITION RULES ISSUED BY THE IRS AND THE U.S. DEPARTMENT OF TREASURY IN
CONNECTION WITH THE IMPLEMENTATION OF SECTION 409A OF THE CODE).
1.2.
PURPOSE.
THE PURPOSE OF THE PLAN IS TO PROVIDE AN OPPORTUNITY FOR
NONEMPLOYEE MEMBERS OF THE BOARD OF DIRECTORS (THE "BOARD") OF HORMEL FOODS
CORPORATION (THE "COMPANY") TO INCREASE THEIR OWNERSHIP OF THE COMMON STOCK, PAR
VALUE $.0586 PER SHARE, OF THE COMPANY ("COMMON STOCK"), AND THEREBY ALIGN THEIR
INTEREST IN THE LONG-TERM SUCCESS OF THE COMPANY WITH THAT OF THE OTHER
STOCKHOLDERS OF THE COMPANY.
THIS WILL BE ACCOMPLISHED BY ALLOWING EACH
PARTICIPATING DIRECTOR TO ELECT VOLUNTARILY TO DEFER ALL OR A PORTION OF HIS OR
HER RETAINER AND MEETING FEES INTO THE RIGHT TO RECEIVE SHARES OF COMMON STOCK
AT A LATER DATE PURSUANT TO ELECTIONS MADE BY SUCH DIRECTOR UNDER THIS PLAN.
2.
ELIGIBILITY.
INDIVIDUALS WHO ARE
MEMBERS OF THE BOARD OF THE COMPANY ("DIRECTORS") AND WHO ARE NOT ALSO OFFICERS
OR OTHER EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES ARE ELIGIBLE TO
PARTICIPATE IN THIS PLAN ("ELIGIBLE DIRECTORS").
3.
ADMINISTRATION.
THIS PLAN WILL BE
ADMINISTERED BY THE COMPENSATION COMMITTEE OF THE BOARD (THE "COMMITTEE"), WHICH
IS COMPOSED SOLELY OF TWO OR MORE NONEMPLOYEE DIRECTORS (AS DEFINED IN
RULE 16B-3 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT")).
ALL QUESTIONS OF INTERPRETATION OF THIS PLAN WILL BE
DETERMINED BY THE COMMITTEE, AND EACH DETERMINATION, INTERPRETATION OR OTHER
ACTION THAT THE COMMITTEE MAKES OR TAKES PURSUANT TO THE PROVISIONS OF THIS PLAN
WILL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES AND ON ALL PERSONS.
THE
COMMITTEE WILL NOT BE