Kraft 2010 Annual Report Download - page 163

outstanding voting securities of the Employer immediately prior to such transaction will beneficially own, directly or indirectly, more than 50% of the
combined voting power of the outstanding securities entitled to vote generally in the election of directors (or similar persons) of the entity resulting from such
transaction (including, without limitation, an entity which as a result of such transaction owns the Employer either directly or indirectly) in substantially the
same proportions relative to each other as their ownership, immediately prior to such transaction, of the outstanding voting securities of the Employer; or
(iv) the consummation of a plan of complete liquidation of the Employer or the sale or disposition of all or substantially all of the Employer's assets, other
than a sale or disposition pursuant to which all or substantially all of the individuals or entities who are the beneficial owners of the outstanding voting
securities of the Employer immediately prior to such transaction will beneficially own, directly or indirectly, more than 50% of the combined voting power of
the outstanding securities entitled to vote generally in the election of directors (or similar persons) of the entity purchasing or acquiring the Employer's assets
in substantially the same proportions relative to each other as their ownership, immediately prior to such transaction, of the outstanding voting securities of the
Employer.
9.10 Supplemental Survivor Death Benefit
A supplemental survivor death benefit shall be paid to the Beneficiary of an eligible Participant who has satisfied the following criteria prior to his
death:
(a) The Participant is eligible to participate in the Plan and, at the time of his death, had a current Account balance (regardless of whether or not the
Participant actually was making Compensation Deferrals at the time of his death);
(b) The Participant was an active Employee with the Employer at the time of his death;
(c) The Participant completed and submitted an insurance application to the Administrator; and
(d) The Employer subsequently purchased an insurance policy on the life of the Participant, with a death benefit payable, which policy is in effect at
the time of the Participant's death.
Notwithstanding any provision of this Plan or any other document to the contrary, the supplemental survivor death benefit payable pursuant to this Subsection
9.10 shall be paid only if an insurance policy has been issued on the Participant's life and such policy is in force at the time of the Participant's death and the
Employer shall have no obligation with respect to the payment of the supplemental survivor death benefit, or to maintain an insurance policy for any
Participants.
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