UNIVERSAL FOODS CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR ELECTED CORPORATE OFFICERS
I. THE PLAN
The name of this Plan is the Universal Foods Corporation Management Incentive Plan for Elected Corporate
Officers. The purpose of this Plan is to promote the interests of the shareholders and to provide incentive to those
elected officers who can contribute most to the profitability of the Company. It is separate and distinct from other
Company incentive plans currently in effect.
In this Plan, the terms used will have the following definitions:
A. "Board of Directors" means the Board of Directors of Universal Foods Corporation.
B. "Bonus Award" means an award, either paid currently or paid on a deferred basis, as the result of the
operation of this Plan.
C. "Bonus Provision" means monies available for distribution as Bonus Awards as the result of the operation of
D. "Committee" means the committee provided for in Section III.
E. "Company" means Universal Foods Corporation.
F. "Employee" means any employee regularly employed by Universal Foods Corporation or any of its
subsidiaries and paid on a salary basis.
G. "Fiscal Year Salary" means base pay earned during the period October 1 through September 30 each
Company operating year exclusive of any incentive or supplemental payments by the Company.
H. "Independent Auditors" means with respect to any fiscal year, the independent public accounts appointed by
the Board of Directors to certify to the Board of Directors the financial statements of the Company.
I. "Operating Income After Taxes" is defined as net earnings, as shown in the Company's Statement of
Consolidated Earnings as certified by the Company's Independent Auditors, plus the after-tax costs of interest on
long-term and short-term debt and the Bonus Awards for that fiscal year. This amount shall be further adjusted
for extraordinary items of income or expense if, in the opinion of the Committee, it is appropriate to do so.