EXHIBIT 10.2(g)
AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
1994 EMPLOYEE STOCK PLAN
The Universal Foods Corporation 1994 Employee Stock Plan (the "Plan") is hereby amended, effective as of
September 10, 1998, as set forth below:
1. Section 8.6 of the Plan is amended to read in its entirety as follows:
8.6 Payment. The Option price of any Option shall be payable to the Company in full upon exercise (i) in cash or
its equivalent including, in the discretion of the Committee, a promissory note issued to the Company by the
Participant, which note shall (v) be secured by the Stock issued; (w) be for a term of not more than ten (10)
years; (x) bear interest at a rate of not less than the prime rate (as determined by the Committee) in effect on the
date such promissory note is issued; (y) require at least annual payments of principal and interest; and (z) contain
such other terms and conditions as the Committee determines; provided, that in the case of the exercise of an
incentive stock option which is outstanding as of September 10, 1998, such promissory note shall not be
considered the equivalent of cash; (ii) by tendering shares of Stock having a Fair Market Value at the time of
exercise equal to the total Option price; (iii) by a combination of cash and shares of Stock; or (iv) by electing to
have the Company withhold from the shares of Stock otherwise issuable upon exercise of the Option that number
of shares of Stock otherwise having a Fair Market Value at the time of exercise plus cash for any fractional share
amounts, equal to the total Option price; provided that any such election by an elected officer, director or more
than 10% shareholder of the Company with respect to an incentive stock option outstanding as of September 10,
1998 must be made during the ten-day period beginning on the third business day following the release of the
Company's quarterly or annual summary statement of sales and earnings. The proceeds from such a payment
shall be added to the general funds of