Kraft 2009 Annual Report Download - page 162

(b) Terminations which DO NOT give rise to Separation Benefits under this Plan. Notwithstanding Section 3.2(a), if a Participant’s employment is
terminated for Cause or Disability (as those terms are defined below) or as a result of the Participant’s death, or the Participant terminates his or her own
employment other than for Good Reason, the Participant shall not be entitled to Separation Benefits under the Plan, regardless of the occurrence of a
Change in Control.
(i) A termination for “Cause” shall have occurred where a Participant is terminated because of:
a. Continued failure to substantially perform the Participant’s job’s duties (other than resulting from incapacity due to disability);
b. Gross negligence, dishonesty, or violation of any reasonable rule or regulation of the Company or the Employer where the violation results
in significant damage to the Company or the Employer; or
c. Engaging in other conduct which adversely reflects on the Company or the Employer in any material respect.
(ii) A termination upon Disability shall have occurred where a Participant is absent from the Participant’s duties with the Employer on a full-time basis
for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Participant or the Participant’s legal representative. In such event, the Participant’s
employment with the Employer shall terminate effective on the 30th day after receipt of such notice by the Participant (the “Disability Effective
Date”), provided that, within the 30 days after such receipt, the Participant shall not have returned to full-time performance of the Participant’s
duties.
(c) Notice of termination. Any termination of employment initiated by the Employer for Cause, or by the Participant for Good Reason, shall be
communicated by a Notice of Termination to the other party. For purposes of this Plan, a “Notice of Termination” means a written notice which
(i) indicates the specific termination provision in this Plan relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated, and (iii) specifies the date upon
which the Participant’s termination of employment is expected to occur (which date shall be not more than 30 days after the giving of such notice),
provided, however, that such specified date shall not be considered the Date of Termination for any purpose of this Plan if such date differs from the
Participant’s actual Date of Termination. The failure by the Participant or the Employer to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not waive any right of the Participant or the Employer, respectively, hereunder or preclude
the Participant or the Employer, respectively, from asserting such fact or circumstance in enforcing the Participant’s or the Employer’s rights hereunder.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠