Kraft 2014 Annual Report Download - page 114

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Control Plan for Key Executives (the “CIC Plan”), you shall instead receive separation pay and benefits in accordance with the CIC Plan;
provided, however, if the payments required to be made under the CIC Plan are deferred compensation and subject to Section 409A of the
Internal Revenue Code of 1986 (the “Code”) (and do not qualify for an exemption thereunder) and the Change in Control (as defined in the CIC
Plan) does not constitute a “change in control event” within the meaning of Section 409A of the Code, then the payments under the CIC Plan
shall be made at the same time and in the same manner as provided for in this paragraph to the extent required under Section 409A of the Code.
You agree that, unless otherwise agreed to between you and the Company, upon any termination of your employment as Chief Executive
Officer, you will also cease to serve (i) as a director and as Chairman of Kraft and (ii) in any other director or officer role you hold with any of
the Company’ s subsidiaries or affiliates.
Non-Competition and Non-Solicitation Obligations
In consideration for, and as a condition to, the position being offered to you, the salary and benefits you will receive, and the benefits and
incentives described in this letter, each of which you agree is sufficient consideration for your assent to certain restrictive covenants, you are
required to sign a non-competition and non-solicitation agreement, which includes, among other things, restrictions from working for a
competitor and/or soliciting business or employees away from Kraft for 12 months following any termination of employment or, if longer, the
period during which you are receiving severance benefits. The agreement is attached to and incorporated in this Offer Letter as Exhibit A.
Other Benefits
Your offer includes Kraft’ s comprehensive benefits package available to full-time salaried employees. This benefits package is described in the
Kraft Benefits Summary brochure that we previously sent to you. The benefits provided to you under this offer letter are subject to the specific
terms of each plan as set forth in the governing plan documents.
Although we do not anticipate significant changes to the total remuneration presented in this letter, please note that the directors of the Company
have the right to make adjustments to your compensation package.
Section 409A of the Code
This benefits hereunder are intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed
consistently with such intent. The payments to you pursuant to this offer letter are also intended to be exempt from Section 409A of the Code to
the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term
deferrals pursuant to Treasury regulation §1.409A-1(b)(4), and for such purposes, each payment to you under this letter shall be considered a
separate payment. Notwithstanding any other provision in this letter, to the extent any payments hereunder constitute nonqualified deferred
compensation, within the meaning of Section 409A, then (A) each such payment which is conditioned upon your execution of a release and
which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year, shall be paid or
provided in the later of the two taxable years and (B) if you are a specified employee (within the meaning of Section 409A of the Code) as of the
date of your separation from service, each such payment that is payable upon the your separation from service and would have been paid prior to
the six-month anniversary of your separation from service, shall not be paid before the date that is six months after the date of your separation
from service and any amounts that cannot be paid by reason of this limitation shall be accumulated and paid on the first day of the seventh month
following the date of your separation from service or, if earlier, upon your death. In addition, if you are a specified employee, then any welfare
or other benefits (including under a severance arrangement) which the Company determines constitute the payment of nonqualified deferred
compensation and which would otherwise be provided upon your separation from service shall be provided at your sole cost during the first six-
month period after your separation from service and, on the first day of the seventh month following your separation from service, the Company
shall reimburse you for the portion of such costs that would have been payable by the Company for that period if you were not a specified
employee.
Payment of any reimbursement amounts and the provision of benefits by the Company pursuant to this letter (including any reimbursements or
benefits to be provided pursuant to a severance arrangement) which the Company determines constitute nonqualified deferred compensation
(within the meaning of Code section 409A) shall be subject to the following:
(a) the amount of the expenses eligible for reimbursement or the in-kind benefits provided during any calendar year shall
not affect the amount of the expenses eligible for reimbursement or the in-kind benefits to be provided in any other
calendar year;
(b) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the
calendar year in which the expense was incurred; and