Kraft 2009 Annual Report Download - page 165

(f) To the extent not theretofore paid or provided, the Employer shall pay or provide to the Participant, at the time otherwise payable, any other amounts or
benefits required to be paid or provided or that the Participant is eligible to receive under any plan, program, policy or practice or contract or agreement of
the Company and its Affiliates.
(g) Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code, then (i) any payments
described in Sections 3.3(a) and (b) which the Company determines constitute the payment of nonqualified deferred compensation, within the meaning of
Section 409A of the Code, shall be delayed and become payable within five days after the six-month anniversary of the Participant’s termination of
employment and (ii) any benefits provided under Sections 3.3(c) and (e) which the Company determines constitute the payment of nonqualified deferred
compensation, within the meaning of Section 409A of the Code, shall be provided at the Participant’s sole cost during the six-month period after the date
of the Participant’s termination of employment, and within five days after the expiration of such period the Company shall reimburse the Participant for
the portion of such costs payable by the Company pursuant to Sections 3.3(c) and (e) hereof.
(h) For all purposes under the applicable Company non-qualified defined benefit pension plan, the Company shall credit the Participant with two (or in the
case of a Participant who served as Chairman and Chief Executive Officer immediately prior to the Change in Control, three) additional years of service
and shall add two (or in the case of a Participant who served as Chairman and Chief Executive Officer immediately prior to the Change in Control, three)
years to the Participant’s age.
3.4. Certain Additional Payments by the Employer.
(a) Anything in this Plan to the contrary notwithstanding, with respect to any Participant who is a citizen or resident of the United States, in the event it shall
be determined that any Payment would be subject to the Excise Tax, then:
(i) To the extent that such Participant commenced participation in this Plan on or before December 31, 2009, the Participant shall be entitled to receive
an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Participant of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 3.4(a), if it shall be determined that any Participant, other
than a Participant who served as Chairman and Chief Executive Officer of the Company immediately prior to the Change in Control, is entitled to a
Gross-Up Payment, but that the Participant, after taking into account the Payments and the Gross-Up Payment, would not receive a Net After-Tax
Benefit which is at least ten percent (10%) greater than the net after-tax proceeds to the Participant resulting from an elimination of the Gross-Up
Payment and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) that is one dollar less than the smallest amount
that would give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Participant, and the Payments to the Participant, in the
aggregate, shall be reduced to the Reduced Amount in the manner described below.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠