Kraft 2009 Annual Report Download - page 161

3.2. Termination of Employment.
(a) Terminations which give rise to Separation Benefits under this Plan. The circumstances specified in this Section 3.2(a) are any termination of
employment with the Employer by action of the Company or any of its Affiliates or by a Participant for Good Reason, other than as set forth in
Section 3.2(b) below. For purposes of this Plan, “Good Reason” shall mean:
(i) the assignment to the Participant of any duties substantially inconsistent with the Participant’s position, authority, duties or responsibilities in effect
immediately prior to the Change in Control, or any other action by the Company or the Employer that results in a marked diminution in the
Participant’s position, authority, duties or responsibilities, excluding for this purpose:
a. changes in the Participant’s position, authority, duties or responsibilities which are consistent with the Participant’s education, experience,
etc.;
b. an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company and/or the Employer promptly
after receipt of notice thereof given by the Participant;
(ii) any material reduction in the Participant’s base salary, annual incentive or long-term incentive opportunity as in effect immediately prior to the
Change in Control;
(iii) the Employer requiring the Participant to be based at any office or location other than any other location which does not extend the Participant’s
home to work location commute as of the time of the Change in Control by more than 50 miles;
(iv) the Employer requiring the Participant to travel on business to a substantially greater extent than required immediately prior to the Change in
Control; or
(v) any failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Plan in the same manner and to the
same extent that the Company or the Employer would be required to perform it if no such succession had taken place, as required by Article 5.
The Participant must notify the Company of any event purporting to constitute Good Reason within 45 days following the Participant’s knowledge of its
existence, and the Company or the Employer shall have 20 days in which to correct or remove such Good Reason, or such event shall not constitute Good
Reason.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠