Kraft 2009 Annual Report Download - page 157

KRAFT FOODS INC.
CHANGE IN CONTROL PLAN FOR KEY EXECUTIVES
1. Definitions
For purposes of the Change in Control Plan for Key Executives, the following terms are defined as set forth below (unless the context clearly indicates
otherwise):
Affiliate
Any entity controlled by, controlling or under common control with the Company.
Annual Base Salary
Twelve times the higher of (i) the highest monthly base salary paid or payable to the Participant by
the Company and its Affiliates in respect of the twelve-month period immediately preceding the
month in which the Change in Control occurs, or (ii) the highest monthly base salary in effect at
any time thereafter, in each case including any base salary that has been earned and deferred.
Board
The Board of Directors of the Company.
Annual Incentive Award Target
The annual incentive award that the Participant would receive in a fiscal year under the
Management Incentive Plan or any comparable annual incentive plan if the target goals are
achieved.
Cause
As defined in Section 3.2(b)(i) of this Plan.
Change in Control
“Change in Control” means the occurrence of any of the following events: (A) Acquisition of 20%
or more of the outstanding voting securities of the Company by another entity or group; excluding,
however, the following:
(1) any acquisition by the Company or any of its Affiliates;
(2) any acquisition by an employee benefit plan or related trust sponsored or maintained by the
Company or any of its Affiliates; or
(3) any acquisition pursuant to a merger or consolidation described in clause (C) of this definition.
(B) During any consecutive 24 month period, persons who constitute the Board at the beginning of
such period cease to constitute at least 50% of the Board; provided that each new Board member
who is approved by a majority of the directors who began such 24 month period shall be deemed to
have been a member of the Board at the beginning of such 24 month period;
(C) The consummation of a merger or consolidation of the Company with another company, and the
Company is not the surviving company; or, if after such transaction, the other entity owns, directly
or indirectly, 50% or more of the outstanding voting securities of the Company; excluding,
however, a transaction pursuant to which all or substantially all of the individuals or entities who
are the beneficial owners of the outstanding voting securities of the Company immediately prior to
such transaction will beneficially own, directly or indirectly, more than 50% of the combined voting
power of the outstanding securities entitled to vote generally in the election of directors (or similar
persons) of the entity resulting from such transaction (including, without limitation, an entity which
as a result of such transaction owns the Company either directly or indirectly) in substantially the
same proportions relative to each other as their ownership, immediately prior to such transaction, of
the outstanding voting securities of the Company; or
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠