1985 STOCK PLAN
FOR EXECUTIVE EMPLOYEES
(NOTE: ALL REFERENCES TO THE NUMBER OF SHARES OF STOCK SET FORTH IN THIS
STOCK PLAN FOR EXECUTIVE EMPLOYEES HAVE BEEN ADJUSTED TO GIVE EFFECT TO THE
COMPANY'S 3-FOR-2 STOCK SPLITS ON AUGUST 7, 1986, OCTOBER 7, 1988 AND OCTOBER
16, 1989, AND 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 "1985
STOCK PLAN" (the "PLAN")for key employees. The Plan permits the grant of Stock Options, Stock
Appreciation Rights, Restricted Stock and Formula Price 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 as of the date of its adoption by the Board of Directors of the
Company, subject to ratification by the shareholders of the Company within twelve months of the adoption date.
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 1954, 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 under the Plan or any similar plan of the Company.
(d) "Company" means Universal Foods Corporation, a Wisconsin corporation.