Kraft 2009 Annual Report Download - page 163

3.3. Separation Benefits. If a Participant’s employment is terminated under the circumstances set forth in Section 3.2(a) entitling the Participant to Separation
Benefits, and if the Participant signs a Non-Competition Agreement and a Non-Solicitation Agreement, the Company shall pay or provide, as the case may be, to
the Participant the amounts and benefits set forth in items (a) through (e) below (the “Separation Benefits”):
(a) The Employer shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination (or, if later, 30 days after the date of the
Change in Control), or on such later date as required under Section 3.3(g), the sum of (A) the Participant’s Annual Base Salary through the Date of
Termination to the extent not theretofore paid, (B) the product of (x) the Participant’s Annual Incentive Award Target and (y) a fraction, the numerator of
which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365, (C) the product of (x) the
Participant’s Long-Term Incentive Award Target and (y) a fraction, the numerator of which is the number of days completed in the applicable performance
cycle through the Date of Termination and the denominator of which is the total number of days in the performance cycle, and (D) any accrued vacation
pay, in each case to the extent not theretofore paid. The sum of the amounts described in sub clauses (A), (B), (C) and (D), shall be referred to as the
“Accrued Obligations”, and, in the case of the amounts described in sub clauses (B) and (C), shall be reduced by any amount paid or payable under the
Kraft Foods Inc. Amended and Restated 2005 Performance Incentive Plan on account of the same fiscal year or performance cycle, as applicable.
(b) The Employer also shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination (or, if later, 30 days after the date of the
Change in Control), or on such later date as required under Section 3.3(g), an amount (“Separation Pay”) equal to the product of (A) two (or in the case of
a Participant who served as Chairman and Chief Executive Officer immediately prior to the Change in Control, three) and (B) the sum of (x) the
Participant’s Annual Base Salary and (y) the Participant’s Annual Incentive Award Target, reduced (but not below zero) in the case of any Participant who
is a Non-U.S. Executive by the U.S. dollar equivalent (determined as of the Participant’s Date of Termination) of any payments made to the Participant
under the laws of his or her designated home country or any program or policy of the Employer in such country on account of the Participant’s termination
of employment.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠