Exhibit 10.15
MERISANT COMPANY
2007 SUPPLEMENTAL INCENTIVE PLAN
Merisant Company, a corporation organized and existing under the laws of the
State of Delaware (the "Company"), hereby establishes and adopts the following
2007 Supplemental Incentive Plan (the "Plan") to provide incentive bonuses to
certain executive officers and other key employees of the Company and
Subsidiaries of the Company.
1.
PURPOSES OF THE PLAN
THE PURPOSES OF THE PLAN ARE TO PROVIDE INCENTIVE AND FINANCIAL REWARDS TO
OFFICERS AND OTHER KEY EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES WHO,
BECAUSE OF THE EXTENT OF THEIR RESPONSIBILITIES, CAN MAKE SIGNIFICANT
CONTRIBUTIONS TO THE COMPANY'S SUCCESS BY THEIR ABILITY, INDUSTRY, LOYALTY AND
EXCEPTIONAL SERVICES.
MAKING THE OFFICERS AND KEY EMPLOYEES OF THE COMPANY AND
ITS SUBSIDIARIES PARTICIPANTS IN THAT SUCCESS WILL ADVANCE THE INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND WILL ASSIST THE COMPANY AND ITS SUBSIDIARIES IN
ATTRACTING AND RETAINING SUCH OFFICERS AND KEY EMPLOYEES.
2.
DEFINITIONS
2.1
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF THE COMPANY.
2.2
"COMMITTEE" SHALL MEAN THE COMPENSATION COMMITTEE OF THE BOARD OR
ANY SUBCOMMITTEE THEREOF FORMED BY THE COMPENSATION COMMITTEE FOR THE PURPOSE OF
ACTING AS THE COMMITTEE HEREUNDER.
2.3
"ELIGIBLE PARTICIPANT" SHALL HAVE THE MEANING SET FORTH IN
SECTION 3.1.
2.4
"INCENTIVE STATEMENT" SHALL MEAN A LETTER OR OTHER CORRESPONDENCE
PROVIDED BY THE COMPANY TO A PARTICIPANT THAT SETS FORTH THE SUPPLEMENTAL
INCENTIVE BONUS OR SUPPLEMENTAL INCENTIVE BONUSES THAT SHALL BE EARNED BY A
PARTICIPANT UNDER THE PLAN UPON THE SUCCESSFUL COMPLETION OF THE PERFORMANCE
CRITERIA WITH RESPECT TO EACH SUCH SUPPLEMENTAL INCENTIVE BONUS.
2.5
"PARTICIPANT" SHALL MEAN AN ELIGIBLE PARTICIPANT WHO IS SELECTED BY
THE COMMITTEE PURSUANT TO SECTION 4.1 TO PARTICIPATE IN THIS PLAN WITH RESPECT
TO A PERFORMANCE PERIOD.
2.6
"PERFORMANCE CRITERIA" SHALL MEAN THE GOALS ESTABLISHED BY THE
COMMITTEE IN ORDER FOR A SUPPLEMENTAL INCENTIVE BONUS TO BE EARNED.
2.7
"PERFORMANCE PERIOD" SHALL MEAN THE COMPANY'S FISCAL YEAR ENDED
DECEMBER 31, 2007 OR SUCH SHORTER PERIOD DURING THE COMPANY'S FISCAL YEAR ENDED
DECEMBER 31, 2007 ESTABLISHED BY THE COMMITTEE IN EACH CASE DURING WHICH
PERFORMANCE CRITERIA MUST BE MET IN ORDER FOR A SUPPLEMENTAL INCENTIVE BONUS TO
BE PAID.
2.8
"SUBSIDIARY" SHALL MEAN ANY CORPORATION OR OTHER ENTITY (OTHER THAN
THE COMPANY) OF WHICH MORE THAN 50 PERCENT OF ITS OUTSTANDING SECURITIES
REPRESENTING THE RIGHT, OTHER THAN AS
AFFECTED BY EVENTS OF DEFAULT, TO VOTE FOR THE ELECTION OF DIRECTORS OR OTHER
MANAGERS OF SUCH CORPORATION OR OTHER ENTITY, IS OWNED BY SUCH CORPORATION'S OR
OTHER ENTITY'S PARENT AND/OR ONE OR MORE OF THE PARENT'S OTHER SUBSIDIARIES.
2.9
"SUPPLEMENTAL INCENTIVE BONUS" SHALL MEAN AN INCENTIVE BONUS THAT
MAY BE EARNED UNDER THIS PLAN UPON THE SUCCESSFUL COMPLETION BY A PARTICIPANT OF
THE PERFORMANCE CRITERIA SET FORTH IN AN INCENTIVE STATEMENT DELIVERED BY THE
COMPANY TO SUCH PARTICIPANT.
3.
ELIGIBILITY AND ADMINISTRATION
3.1.
ELIGIBILITY.
THE INDIVIDUALS ENTITLED TO PARTICIPATE IN THE PLAN
SHALL BE ANY OFFICER OF THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY AND ANY
OTHER EMPLOYEE OF