UNIVERSAL FOODS CORPORATION
1990 EMPLOYEE STOCK PLAN
AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 10, 1998
(NOTE: ALL REFERENCES TO THE NUMBER OF SHARES OF STOCK SET FORTH IN THIS
AMENDED AND RESTATED EMPLOYEE STOCK PLAN HAVE BEEN ADJUSTED TO GIVE EFFECT
TO THE COMPANY'S 2-FOR-1 STOCK SPLIT, EFFECTED IN THE FORM OF A 100% STOCK
DIVIDEND, PAID TO SHAREHOLDERS OF RECORD ON MAY 6, 1998.)
SECTION 1. ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.
1.1 Establishment. Universal Foods Corporation, a Wisconsin corporation, hereby establishes the
"UNIVERSAL FOODS CORPORATION 1990 EMPLOYEE STOCK PLAN" (the "Plan") for key
employees. The Plan permits the grant of Stock Options, Stock Appreciation Rights and Restricted Stock.
1.2 Purpose. The purpose of the Plan is to advance the interests of the Company, by encouraging and providing
for the acquisition of an equity interest in the success of the Company by key employees, and by enabling the
Company to attract and retain the services of key employees upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent.
1.3 Effective Date. The Plan shall become effective January 25, 1990, subject to ratification by the shareholders
of the Company.
SECTION 2. DEFINITIONS.
2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the Personnel Policy Committee of the Board consisting of three or more members of the
Board who are not, and who have not been at any time within one year prior to appointment to the Committee,
eligible to receive Stock, Options or Stock Appreciation Rights under the Plan or any similar plan of the
Company or its affiliates.
(d) "Company" means Universal Foods Corporation, a Wisconsin corporation.
(e) "Fair Market Value" means the closing price of the Stock