Harry & David Operations Corp. Excess Pension Plan

Exhibit 10.1

Execution Copy

HARRY & DAVID OPERATIONS CORP. EXCESS-PENSION PLAN

(Established as of June 17, 2004 (the " Effective Date" ))

HARRY & DAVID OPERATIONS CORP.

EXCESS-PENSION PLAN

(Established as of June 17, 2004 (the " Effective Date" ))

SECTION 1 . ESTABLISHMENT AND PURPOSE OF THE PLAN .

The Shaklee Corporation Excess-Pension Plan (the " Shaklee Plan" ) was established effective October 1, 1986, by Yamanouchi Consumer Inc. (previously named Shaklee Corporation), a Delaware corporation (" YCI" ). The Bear Creek Corporation Excess-Pension Plan (the " Prior Bear Creek Plan" ) was established effective December 31, 1986 by Harry & David Operations Corp., formerly known as Bear Creek Corporation, a Delaware corporation and a wholly-owned subsidiary of YCI (the " Company" ). Effective December 31, 2001, the Shaklee Plan was merged into the Prior Bear Creek Plan (renamed, effective January 1, 2002, the Yamanouchi Consumer Inc. Excess-Pension Plan (the " YCI Plan" )), and all benefits previously payable under the Shaklee Plan were thereafter payable under the YCI Plan. The YCI Plan was amended and restated effective January 1, 2002, and, except as otherwise provided therein, was effective with respect to distributions made or commencing on or after January 1, 2002 and through the Effective Date. The YCI Plan was further amended and restated effective as of February 6, 2004. On June 17, 2004, the Company was sold to Pear Acquisition Inc. In connection with such sale, and in accordance with the Stock Purchase Agreement dated as of April 1, 2004 among Pear Acquisition Inc., Yamanouchi Consumer Inc., Yamanouchi Pharmaceutical Co., Ltd. and Yamanouchi US Holding Inc. (the " SPA" ), the Harry & David Operations Corp. Excess-Pension Plan, formerly known as the Bear Creek Corporation Excess-Pension Plan (the " Plan" ) was established as of June 17, 2004 (the " Effective Date" ), and is intended to be a continuation of the YCI Plan for purposes of eligibility, service, vesting and accrued benefits, only as specifically provided herein, with respect to " transferred members" and " transferred employees" as defined under the Harry & David Operations Corp. Employees' Pension Plan, formerly known as the Bear Creek Corporation Employees' Pension Plan (" Transferred Members" and " Transferred Employees," respectively). Except as specifically provided herein, the Company reserves the right to amend, modify or terminate the Plan at any time and in its sole discretion.

Except as otherwise specifically provided herein, the provisions of this Plan shall apply only to individuals who are " employees" as defined under the Harry & David Operations Corp. Employees' Pension Plan (" Employees" ) on or after June 17, 2004. Except as otherwise provided in a subsequent amendment or restatement of the Plan, the benefits payable under this Plan to any Transferred

Member who ceased to be an " employee" as defined under the YCI Plan prior to June 17, 2004, and who is not employed as an Employee on or after such date, and the rights and obligations of any such individual with respect to such benefits, shall be determined under the terms of the YCI Plan (or its predecessor plans) as in effect on the date such individual' s employment terminated.

The purposes of the Plan are (a) to supplement a participant' s benefits under the Harry & David Operations Corp. Employees' Pension Plan (the " Pension Plan" ), to the extent that such benefits are reduced by the limitations imposed by section 415 of the Internal Revenue Code of 1986, as amended (the " Code" ), (b) to supplement a participant' s benefits under the Pension Plan to the extent that such benefits are reduced by the compensation limitations imposed by section 401(a)(17) of the Code, (c) to supplement a participant' s benefits under the Pension Plan to the extent such benefits are reduced due to compensation deferred on or after September 1, 2002 and prior to the Effective Date pursuant to the Yamanouchi Consumer Inc. Executive Deferred Compensation Plan (the " YCI Deferred Compensation Plan" ), and (d) to compensate selected participants in the Shaklee Corporation Employees' Pension Plan as in effect as of December 31, 1988 (the " Prior Pension Plan" ), who are Transferred Members, for the fact that the rate of benefit accrual under the Prior Pension Plan was reduced effective January 1, 1989.

SECTION 2 . ELIGIBILITY AND PARTICIPATION .

Participation in the Plan shall be limited (a) to participants in the Pension Plan whose benefits under the Pension Plan are affected by the limitations imposed by section 401(a)(17) and/or 415 of the Code, or due to deferrals of compensation on or after September 1, 2002 and prior to the Effective Date pursuant to the YCI Deferred Compensation Plan and who are Transferred Members or Transferred Employees, and (b) for purposes of the benefit provided under Section 3(b), to participants listed on Schedule A, which is attached hereto and incorporated herein by reference. (A participant in the Pension Plan who is also eligible to participate in this Plan is referred to herein as a " Participant." )

SECTION 3 . AMOUNT OF BENEFIT .

(a) Statutory Limitations and Deferred Compensation . If the pension benefits payable to or on behalf of a Participant under the Pension Plan are limited by sections 401(a)(17) and/or 415 of the Code, or due to deferrals of compensation on or after September 1, 2002 and prior to the Effective Date pursuant to the YCI Deferred Compensation Plan, and there is no benefit payable under Subsection (b) below, then the Participant (or, as applicable, his or her beneficiary) shall be entitled to receive a monthly benefit under this Plan. Such monthly benefit under this Plan shall be equal to the difference between (i) and (ii), where (i) is the monthly benefit payment which would be payable to or on behalf of the Participant under the Pension Plan if (A) the compensation limitations of section 401(a)(17) and the benefit limitations of section 415 of the


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Code did not apply and (B) the Participant had not deferred any amounts of compensation on or after September 1, 2002 and prior to the Effective Date pursuant to the YCI Deferred Compensation Plan, and (ii) is the actual monthly benefit payable under the Pension Plan to or on behalf of the Participant. (b) Prior Pension Plan Participants . Each Participant who is listed on Schedule A shall be entitled to receive a monthly benefit under this Plan equal to the greater of the benefit described in Section 3(a) above or the benefit described below:
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