Kraft 2010 Annual Report Download - page 138

SECTION 1. INTRODUCTION
1.1 Adoption of Plan and Purpose
This Plan is an unfunded, nonqualified deferred compensation plan. With the consent of the Employer (as defined in subsection 2.16) the plan may be
adopted by executing the Adoption Agreement (as defined in subsection 2.3) in the form attached hereto. The Plan contains certain variable features which the
Employer has specified in the Adoption Agreement. Only those variable features specified by the Employer in the Adoption Agreement will be applicable to
the Employer.
The purpose of the Plan is to provide certain supplemental benefits under the Plan to a select group of management or highly compensated Employees
of the Employer within the meaning of Sections 201, 301, and 401 of Title I of ERISA, or Other Service Providers to the Employer (as defined below), and to
allow such Employees or Other Service Providers the opportunity to defer a portion of their current salaries, bonuses and other compensation, subject to the
terms of the Plan. Participants (and their Beneficiaries) shall have only those rights to payments as set forth in the Plan and shall be considered general,
unsecured creditors of the Employer with respect to any such rights. The Plan is designed to comply with Code Section 409A. It is intended that the Plan be
interpreted according to a good faith interpretation of Code Section 409A, and in the event of any inconsistency between the terms of the Plan and Code
Section 409A, the terms of Code Section 409A shall control. The Plan is intended to constitute an account balance plan (as defined in Treas. Reg.
§1.409A-6(a)(3)(ii)).
By becoming a Participant and making deferrals under this Plan, each Participant agrees to be bound by the provisions of the Plan and the
determinations of the Employer and the Administrator hereunder.
1.2 Adoption of the Plan
The Employer adopted the Plan effective June 1, 2008 by completing and signing the Adoption Agreement in the form attached hereto.
1.3 Plan Year
The Plan is administered on the basis of a Plan Year, as defined in subsection 2.26.
1.4 Plan Administration
The plan shall be administered by one or more plan administrators (the "Administrator," as that term is defined in Section 3(16)(A) of ERISA)
designated by the Employer in the Adoption Agreement. The Administrator has full discretionary authority to construe and interpret the provisions of the Plan
and make factual determinations thereunder, including the power to determine the rights or eligibility of employees or participants and any other persons, and
the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies or omissions, and such determinations shall be binding on all parties.
The Administrator, from time to time, may adopt such rules and regulations as may be necessary or desirable for the proper and efficient administration of the
Plan and as are consistent with the terms of the Plan. The