Business Context and Reporting Period
This Form 8-K Current Report was filed by Campbell Soup Company on September 23, 2004. The filing discloses the entry into a material definitive agreement regarding executive compensation under the Company's 2003 Long-Term Incentive Plan.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on the terms of equity awards granted to executives.
Material Changes and Executive Awards
On September 23, 2004, the Company granted stock options and restricted stock (or units) to twelve executives and key managers. Key terms include:
- Exercise Price: Stock options are exercisable at $26.36 per share.
- Vesting: Awards vest according to schedules detailed in the attached award statements.
- Forfeiture: Awards are forfeited upon voluntary resignation or termination for cause.
- Proration: Awards are prorated based on employment duration if employment ends due to retirement, Company-initiated termination, or death.
- Dividends: Recipients are entitled to dividends on restricted shares/units.
Award Summary by Recipient:
| Name | Stock Options | Restricted Shares/Units |
|---|---|---|
| Douglas R. Conant | 805,000 | 58,075 |
| Mark A. Sarvary | 100,000 | 36,000 |
| Larry S. McWilliams | 79,695 | 25,400 |
| Robert A. Schiffner | 80,500 | 24,000 |
| M. Carl Johnson, III | 75,900 | 22,800 |
| Nancy A. Reardon | 57,500 | 22,300 |
| John A. Doumani | 57,500 | 19,500 (units) |
| Ellen O. Kaden | 75,900 | 27,100 |
| Anthony P. DiSilvestro | 42,310 | 13,600 |
| Denise M. Morrison | 41,400 | 14,000 |
| David R. White | 41,400 | 16,000 |
| Doreen A. Wright | 41,400 | 14,900 |
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future performance. The primary risk disclosed relates to the forfeiture of unvested awards if recipients resign voluntarily or are terminated for cause.
Investor Verification Checklist
- Verify the specific vesting schedules referenced in Exhibits 10.1 and 10.2.
- Confirm the expiration dates for the granted stock options.
- Review the 2003 Long-Term Incentive Plan for definitions of "cause" and retirement eligibility.
- Check subsequent filings for any modifications to these awards or changes in executive tenure.