Kraft 2009 Annual Report Download - page 160

Payment Any payment or distribution in the nature of compensation (within the meaning of Section 280G
(b) (2) of the Code) to or for the benefit of the Participant, whether paid or payable pursuant to this
Plan or otherwise.
Plan
The Kraft Foods Inc. Change in Control Plan for Key Executives, as set forth herein.
Plan Administrator
The third-party accounting, actuarial, consulting or similar firm retained by the Company prior to a
Change in Control to administer this Plan following a Change in Control.
Separation Benefits
The amounts and benefits payable or required to be provided in accordance with Section 3.3 of this
Plan.
Separation Pay
The amount or amounts payable in accordance with Section 3.3(b) of this Plan.
U.S. Executive
A Participant whose designated home country, for purposes of the Employer’s personnel and
benefits programs and policies, is the United States.
2. Eligibility
2.1. Participation. Except as set forth in the definition of Participant above, each employee who is a Key Executive on the Effective Date shall be a Participant in
the Plan effective as of the Effective Date and each other employee shall become a Participant in the Plan effective as of the date of the employee’s promotion or
hire as a Key Executive.
2.2. Duration of Participation. A Participant shall cease to be a Participant in the Plan if (i) the Participant terminates employment with the Employer under
circumstances not entitling him or her to Separation Benefits or (ii) the Participant otherwise ceases to be a Key Executive, provided that no Key Executive may
be so removed from Plan participation in connection with or in anticipation of a Change in Control that actually occurs. However, a Participant who is entitled, as
a result of ceasing to be a Key Executive of the Employer, to receive benefits under the Plan shall remain a Participant in the Plan until the amounts and benefits
payable under the Plan have been paid or provided to the Participant in full.
3. Separation Benefits
3.1. Right to Separation Benefits. A Participant shall be entitled to receive from the Employer the Separation Benefits as provided in Section 3.3, if a Change in
Control has occurred and the Participant’s employment by the Employer is terminated under circumstances specified in Section 3.2(a), whether the termination is
voluntary or involuntary, and if (i) such termination occurs after such Change in Control and on or before the second anniversary thereof, or (ii) such termination
is reasonably demonstrated by the Participant to have been initiated by a third party that has taken steps reasonably calculated to effect a Change in Control or
otherwise to have arisen in connection with or in anticipation of such Change in Control and such Change in Control occurs within 90 days of the termination.
Termination of employment shall have the same meaning as “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h).
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠