Del Monte Foods (NYSE: DLM) is an American food production and distribution company headquartered in San Francisco, California. Del Monte Foods is one of the country's largest producers, distributors and marketers of branded food and pet products for the U.S. retail market, generating approximately $3.6 billion in net sales in fiscal 2009. Its portfolio of brands includes Del Monte, S&W, Contadina, College Inn, Meow Mix, Kibbles 'n Bits, 9Lives, Milk-Bone, Pup-Peroni, Meaty Bone, Snausages and Pounce, and Del Monte products are found in eight out of ten U.S. households.[citation needed] The Company also produces, distributes and markets private label food and pet products.
Voluntary benefits like pet insurance are becoming more common at a time when American workers are feeling the sting of scaled-back health benefits for people.
Del Monte Foods, based in San Francisco, started offering pet insurance a little over a year ago. Only about 15 or 20 employees have signed up for it so far, but the benefit makes a statement about the company's greater corporate culture, said Paul Berg, Del Monte's vice president of compensation and benefits.
"Nobody's going to leave or stay because of it. But it shows we understand that pets are just a very, very important part of the family," Berg said.
1. Have the sole authority to retain, set compensation and retention terms for, terminate, oversee, and evaluate the activities of the Company’s independent auditors. The independent auditors shall report directly to the Committee. The Company shall provide for appropriate funding, as determined by the Committee, to compensate the independent auditors.
2. Review the qualification and independence, and approve in advance the retention of the independent auditors for the performance of all audit and lawfully permitted services and the fees for such services. The Committee may establish policies and procedures for the pre-approval of audit and non-audit services, including the ability to delegate to one or more of its members the authority to grant pre-approvals for the performance of non-audit services, and any such Committee member who pre-approves a non-audit service shall report the pre-approval to the full Committee at its next meeting.
3. Prior to each audit, meet with the independent auditors to discuss the planning and staffing of the audit, including the impact of rotation requirements and other independence rules on the staffing.
The Nominating and Compensation Committee adopted an employee retention plan on October 24, 2000 (the “Retention Plan’’). The purpose of the
Retention Plan is, in the event of a possible future stockholder value−enhancing transaction such as a merger, sale or other such consolidation, to provide an
incentive to certain key employees of Del Monte to remain with Del Monte through the transition process and consummation of any such possible
transaction. The Retention Plan creates an incentive compensation pool to be allocated among the key employee participants (including Messrs. Wolford,
Meyers, Smith, Magrann and Haberman) following the consummation of a transaction resulting in a change in control of Del Monte so long as the
participant is employed by Del Monte as of the date of the change in control.
The amount of incentive compensation pool is dependent upon the aggregate price per share realized in the transaction and will be determined based
upon a percentage of the total sale value of Del Monte. A minimum incentive compensation pool amount will be paid in the event that the per share price
realized in the transaction is below a certain level. Del Monte will make “gross up’’ payments to key employee participants in the event it is determined that
payments to the key employee participants under the Retention Plan are subject to the excise tax imposed by Section 4999 of the Code. Payments will not be
made under this plan in connection with the proposed merger of Del Monte Corporation with SKF Foods Inc., as the merger will not result in a change of
control of Del Monte as defined in this plan.
Establish and maintain procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
3. Periodically review the performance of the investment advisor that supports Del Monte’s Employee Benefits Committee.
4. Review and assess the adequacy of this Charter annually and recommend any proposed changes to the Nominating and Corporate Governance Committee, which shall, if appropriate, recommend such changes to the Board for its approval.
5. Maintain free and open communication with the Board, management, the internal auditor, and the independent auditors.
6. Perform any other activities consistent with this Charter, the Company’s Amended and Restated Certificate of Incorporation, the Bylaws, and governing law, as the Committee or the Board may deem necessary or appropriate.
Benefits are available to employees and their dependents, including children, spouses and domestic partners and are generally effective on an employee's date of hire.
Medical
Medical Plan coverage is provided through a preferred provider option (PPO) with Blue Cross. Depending upon an employee's location, an employee can choose between the PPO and various HMO's. The employee and the Company share the cost of this benefit. The employee's contributions are before-tax contributions.
Dental
A comprehensive Dental Plan coverage is provided through Delta Dental. For California residents, a dental HMO is available as an alternative dental coverage. The employee and the Company share the cost of this benefit. The employee's contributions are before-tax contributions.
Vision
Vision coverage is available through Vision Service Plan (VSP). The employee must elect Medical Plan coverage to be eligible. The Company pays the entire cost of this benefit.
Short Term Disability
Employees are covered for salary continuation in the event of illness or injury. It replaces 100% of employees' base pay or two-thirds of employees' base pay, depending upon employees' years of service, for up to 26 consecutive weeks. The Company pays the entire cost of this benefit.
Long Term Disability
Employees are covered for 60% of employees' base pay after 26 weeks of total disability. The Company pays the entire cost of this benefit.
Core Life Insurance
Two options are offered under Core Life Insurance coverage. The Company pays the entire cost of the option elected.
Optional Life Insurance
The employee can elect additional life insurance coverage of one, two or three times employees' base pay up to a maximum of $1,800,000. Coverage for employees' eligible dependents is also available under a number of options ranging from $2,000 per child and/or $10,000 for employees' spouse/domestic partner to $4,000 per child and/or $20,000 for employees' spouse/domestic partner. The employee pays for this benefit with after-tax contributions.
AD&D Insurance
The employee can elect Accidental Death and Dismemberment Insurance for the employee in the amount of one to five times employees' base pay up to a maximum of $500,000. AD&D coverage is also available for eligible dependents. Coverage options for employees' spouse/domestic partner range from one to five times employees' base pay up to a maximum of $500,000; dependent children can be covered at 15% of the employee coverage amount. Employees pay for this benefit with after-tax contributions.
Voluntary benefits like pet insurance are becoming more common at a time when American workers are feeling the sting of scaled-back health benefits for people.
Del Monte Foods, based in San Francisco, started offering pet insurance a little over a year ago. Only about 15 or 20 employees have signed up for it so far, but the benefit makes a statement about the company's greater corporate culture, said Paul Berg, Del Monte's vice president of compensation and benefits.
"Nobody's going to leave or stay because of it. But it shows we understand that pets are just a very, very important part of the family," Berg said.
1. Have the sole authority to retain, set compensation and retention terms for, terminate, oversee, and evaluate the activities of the Company’s independent auditors. The independent auditors shall report directly to the Committee. The Company shall provide for appropriate funding, as determined by the Committee, to compensate the independent auditors.
2. Review the qualification and independence, and approve in advance the retention of the independent auditors for the performance of all audit and lawfully permitted services and the fees for such services. The Committee may establish policies and procedures for the pre-approval of audit and non-audit services, including the ability to delegate to one or more of its members the authority to grant pre-approvals for the performance of non-audit services, and any such Committee member who pre-approves a non-audit service shall report the pre-approval to the full Committee at its next meeting.
3. Prior to each audit, meet with the independent auditors to discuss the planning and staffing of the audit, including the impact of rotation requirements and other independence rules on the staffing.
The Nominating and Compensation Committee adopted an employee retention plan on October 24, 2000 (the “Retention Plan’’). The purpose of the
Retention Plan is, in the event of a possible future stockholder value−enhancing transaction such as a merger, sale or other such consolidation, to provide an
incentive to certain key employees of Del Monte to remain with Del Monte through the transition process and consummation of any such possible
transaction. The Retention Plan creates an incentive compensation pool to be allocated among the key employee participants (including Messrs. Wolford,
Meyers, Smith, Magrann and Haberman) following the consummation of a transaction resulting in a change in control of Del Monte so long as the
participant is employed by Del Monte as of the date of the change in control.
The amount of incentive compensation pool is dependent upon the aggregate price per share realized in the transaction and will be determined based
upon a percentage of the total sale value of Del Monte. A minimum incentive compensation pool amount will be paid in the event that the per share price
realized in the transaction is below a certain level. Del Monte will make “gross up’’ payments to key employee participants in the event it is determined that
payments to the key employee participants under the Retention Plan are subject to the excise tax imposed by Section 4999 of the Code. Payments will not be
made under this plan in connection with the proposed merger of Del Monte Corporation with SKF Foods Inc., as the merger will not result in a change of
control of Del Monte as defined in this plan.
Establish and maintain procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
3. Periodically review the performance of the investment advisor that supports Del Monte’s Employee Benefits Committee.
4. Review and assess the adequacy of this Charter annually and recommend any proposed changes to the Nominating and Corporate Governance Committee, which shall, if appropriate, recommend such changes to the Board for its approval.
5. Maintain free and open communication with the Board, management, the internal auditor, and the independent auditors.
6. Perform any other activities consistent with this Charter, the Company’s Amended and Restated Certificate of Incorporation, the Bylaws, and governing law, as the Committee or the Board may deem necessary or appropriate.
Benefits are available to employees and their dependents, including children, spouses and domestic partners and are generally effective on an employee's date of hire.
Medical
Medical Plan coverage is provided through a preferred provider option (PPO) with Blue Cross. Depending upon an employee's location, an employee can choose between the PPO and various HMO's. The employee and the Company share the cost of this benefit. The employee's contributions are before-tax contributions.
Dental
A comprehensive Dental Plan coverage is provided through Delta Dental. For California residents, a dental HMO is available as an alternative dental coverage. The employee and the Company share the cost of this benefit. The employee's contributions are before-tax contributions.
Vision
Vision coverage is available through Vision Service Plan (VSP). The employee must elect Medical Plan coverage to be eligible. The Company pays the entire cost of this benefit.
Short Term Disability
Employees are covered for salary continuation in the event of illness or injury. It replaces 100% of employees' base pay or two-thirds of employees' base pay, depending upon employees' years of service, for up to 26 consecutive weeks. The Company pays the entire cost of this benefit.
Long Term Disability
Employees are covered for 60% of employees' base pay after 26 weeks of total disability. The Company pays the entire cost of this benefit.
Core Life Insurance
Two options are offered under Core Life Insurance coverage. The Company pays the entire cost of the option elected.
Optional Life Insurance
The employee can elect additional life insurance coverage of one, two or three times employees' base pay up to a maximum of $1,800,000. Coverage for employees' eligible dependents is also available under a number of options ranging from $2,000 per child and/or $10,000 for employees' spouse/domestic partner to $4,000 per child and/or $20,000 for employees' spouse/domestic partner. The employee pays for this benefit with after-tax contributions.
AD&D Insurance
The employee can elect Accidental Death and Dismemberment Insurance for the employee in the amount of one to five times employees' base pay up to a maximum of $500,000. AD&D coverage is also available for eligible dependents. Coverage options for employees' spouse/domestic partner range from one to five times employees' base pay up to a maximum of $500,000; dependent children can be covered at 15% of the employee coverage amount. Employees pay for this benefit with after-tax contributions.