Kraft 2009 Annual Report Download - page 164

(c) Solely with respect to U.S. Participants, for two years after the Participant’s Date of Termination (or, if later, the date of the Change in Control), (or in the
case of a Participant who served as Chairman and Chief Executive Officer immediately prior to the Change in Control, three years), or such longer period
as may be provided by the terms of the appropriate plan, program, practice or policy, the Employer shall continue welfare benefits to the Participant and/or
the Participant’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies
(including, without limitation, medical, prescription, dental, disability, employee/spouse/child life insurance, executive life, estate preservation
(second-to-die life insurance) and travel accident insurance plans and programs), as if the Participant’s employment had not been terminated, or, if more
favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates and their
families; provided, however, that if the Participant becomes reemployed with another employer and is eligible to receive medical or other welfare benefits
under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility. The period of continuation of any group medical plan coverage under Section 4980B of the Code (the
“COBRA Period”) shall run concurrently during the period for which medical coverage is provided to the Participant pursuant to this Section 3.3(c). The
provision of medical coverage made during the COBRA Period is intended to qualify for the exception to deferred compensation as a medical benefit
provided in accordance with the provisions of Section 409A of the Code and Treasury Regulation §1.409A-1(b)(9)(v)(B). Any reimbursements required to
be made to a Participant under any arrangement pursuant to this Section 3.3(c) that is not described in the preceding sentence or is not excepted from
Section 409A of the Code under Treasury Regulation § 1.409A-1(a)(5) shall be made to the Participant no later than the end of the Participant’s second
taxable year following the expense being reimbursed was incurred. The maximum amount of any such welfare benefits provided to a Participant under this
provision in any calendar year shall not be increased or decreased to reflect the amount of such welfare benefits provided to such Participant under this
provision in a prior or subsequent calendar year. For purposes of determining the Participant’s eligibility for retiree benefits pursuant to such welfare plans,
practices, programs and policies, the Participant shall be considered to have remained employed until two years (or in the case of a Participant who served
as Chairman and Chief Executive Officer immediately prior to the Change in Control, three years) after the Date of Termination; provided, however, that
the Participant’s commencement of such retiree benefits shall not be any sooner than the date on which the Participant attains 55 years of age and
provided, further, that the Participant’s costs under any such retiree benefits plans, practices, programs or policies shall be based upon actual service with
the Company and its Affiliates.
(d) The Employer shall, at its sole expense, provide the Participant with outplacement services through the provider of the Company’s choice, the scope of
which shall be chosen by the Participant in his or her sole discretion within the terms and conditions of the Company’s outplacement services policy as in
effect immediately prior to the Change in Control, but in no event shall such outplacement services continue for more than two years after the calendar
year in which the Participant terminates employment.
(e) The Employer shall, for two years after the Participant’s Date of Termination (or in the case of a Participant who served as Chairman and Chief Executive
Officer immediately prior to the Change in Control, three years), or after the Change in Control, if later, or such longer period as may be provided by the
terms of the appropriate perquisite, continue the perquisites at least equal to those which would have been provided to them in accordance with the
perquisites in effect immediately prior to the Change in Control; provided, however, that the maximum value of perquisites provided to a Participant under
this provision in any calendar year shall not be increased or decreased to reflect the value of perquisites provided to such Participant under this provision in
a prior or subsequent calendar year. Any reimbursements to a Participant for costs associated with such continued perquisites shall be made no later than
the end of the Participant’s second taxable year following the date the Participant incurred such cost. This clause does not apply to personal use of the
Company aircraft to the extent that this perquisite is in effect for any Key Executive immediately prior to the Change in Control.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠