Kraft 2010 Annual Report Download - page 162

(b) Uninsured casualty loss pertaining to property owned by the Participant.
(c) Other similar extraordinary and unforeseeable circumstances involving an uninsured loss arising from an event beyond the control of the
Participant.
Withdrawals of amounts under this subsection shall be paid to the Participant in a lump sum as soon as administratively feasible following receipt of the
appropriate forms and information required by and acceptable to the Administrator.
9.9 Distribution upon Change in Control
In the event of the occurrence of a Change in Control of the Employer or a member of the Employer's controlled group (as designated by the Employer in the
Adoption Agreement, and to the extent certified by the Administrator that a Change in Control has occurred), distributions shall be made to Participants to the
extent elected by the Employer in the Adoption Agreement, in the form elected by the Participants as if a Termination Date had occurred with respect to each
Participant, or as otherwise specified by the Employer in the Adoption Agreement. The Change in Control must relate to either: (i) the corporation for whom
the Participant is performing services at the time of the Change in Control event; (ii) the corporation that is liable for the payment from the Plan to the
Participant (or all corporations so liable if more than one corporation is liable), if the compensation provided hereunder is attributable to the performance of
services for the corporation or there is a bona-fide business purpose for such corporation to be liable for payment hereunder, other than the avoidance of
Federal income tax; (iii) a corporation that is a majority shareholder of a corporation described in (i) or (ii) above; or (iv) any corporation in a chain of
corporations in which each such corporation is a majority shareholder of another corporation in the chain, ending in a corporation described in (i) or
(ii) above, as elected by the Employer in the Adoption Agreement. A "majority shareholder" for these purposes is a shareholder owning more than 50% of the
total fair market value and total voting power of such corporation. The attribution rules described in section 318(a) of the Code and Treasury Regulations
§1.409A-3(i)(5)(iii) apply to determine stock ownership for purposes of this Section 9.9. If plan payments are made on account of a Change in Control and are
calculated by reference to the value of the Employer's stock, such payments shall be completed not later than 5 years after the Change in Control event. To the
extent designated by the Employer in the Adoption Agreement, the Change in Control shall occur upon: (i) the acquisition of 20% or more of the outstanding
voting securities of the Employer by another entity or group; excluding, however, the following: (1) any acquisition by the Employer or any of its affiliates;
(2) any acquisition by an employee benefit plan or related trust sponsored or maintained by the Employer or any of its affiliates; or (3) any acquisition
pursuant to a merger or consolidation described in clause (iii) of this definition; (ii) during any consecutive 24 month period, persons who constitute the Board
at the beginning of such period cease to constitute at least 50% of the Board; provided that each new Board member who is approved by a majority of the
directors who began such 24 month period shall be deemed to have been a member of the Board at the beginning of such 24 month period; (iii) the
consummation of a merger or consolidation of the Employer with another company, and the Employer is not the surviving company; or, if after such
transaction, the other entity owns, directly or indirectly, 50% or more of the outstanding voting securities of the Employer; excluding, however, a transaction
pursuant to which all or substantially all of the individuals or entities who are the beneficial owners of the
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