Kraft 2010 Annual Report Download - page 159

9.3 Key Employees
Notwithstanding anything herein to the contrary, and subject to Code Section 409A, distribution under this Section 9 shall not be made or commence as
a result of the Participant's Termination Date to any Participant who is a key employee (defined below) before the date that is not less than six months after
the Participant's Termination Date (or, if earlier, the date of death of the Employee). For this purpose, a key employee includes a "specified employee" (as
defined in Treas. Reg. § 1.409A-1(i)) during the entire 12-month period determined by the Administrator ending with the annual date upon which key
employees are identified by the Administrator, and also including any Employee identified by the Administrator in good faith with respect to any distribution
as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Employee is subsequently
determined by the Employer, any governmental agency, or a court not to be a key employee. In the event amounts are payable to a key employee in
installments in accordance with subsection 9.2, the first installment shall be delayed by six months, with all other installment payments payable as originally
scheduled. To the extent not otherwise designated by the Employer in a separate document forming a part of the Plan applicable to all its nonqualified
deferred compensation plans, the identification date for determining the Employer's key employees is each December 31 (and the new key employee list is
updated and effective each subsequent April 1). To the extent not otherwise designated by the Employer in a separate document forming a part of the Plan, the
definition of compensation used to determine key employee status shall be determined under Treas. Reg. § 1.415(c)-2(a). This subsection 9.3 is applicable
only with respect to companies whose stock is publicly traded on an "established securities market" (as defined in Treas. Reg. § 1.409A-1(k)), and is not
applicable to privately held companies unless and until such companies become publicly traded pursuant to the provisions of Code Section 409A.
9.4 Mandatory Cash-Outs of Small Amounts
If the value of a Participant's total Accounts, (when combined with the account balances of all plans required to be aggregated with the Plan under Code
Section 409A) at his Termination Date (or his death), or at any time thereafter, is equal to or less than such amount as stated in the Adoption Agreement
(which amount shall not exceed the limit described in Section 402(g)(1)(B) of the Code), the Accounts will be paid to the Participant (or, in the event of his
death, his Beneficiary) in a single lump sum, notwithstanding any election by the Participant otherwise. Payments made under this subsection 9.4 on account
of the Participant's Termination Date shall be made within the 90-day period following the Participant's Termination Date (provided, however, that if
calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant, the payment will be made as
soon as administratively practicable for the Administrator to make such payment) and shall result in the termination and liquidation of the entirety of the
Participant's interest in the Plan.
9.5 Designation of Beneficiary
Each Participant from time to time may designate any individual, trust, charity or other person or persons to whom the value of the Participant's
Accounts (plus any applicable Survivor Benefit, if elected by the Employer in the Adoption Agreement) will be paid in the event the
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