Kraft 2014 Annual Report Download - page 158

EXHIBIT 10.22
RETIREMENT AGREEMENT AND GENERAL RELEASE
William A. Vernon (“Executive”) has served as Director and Chief Executive Officer of Kraft Foods Group, Inc.
(“Kraft”) in Northfield, Illinois. Reference hereby is made to that certain letter, dated December 3, 2011 (the “Lette
r
Agreement”), clarifying the separation benefits to be received by Executive in the event of a termination of Executive’ s
employment. Since the Executive is retiring by mutual agreement with Kraft, Kraft and Executive desire to enter into
this Retirement Agreement and General Release (the “Agreement”) to set forth the terms of Executive’ s retirement,
separation benefits, and other matters related thereto. Therefore, the Executive and Kraft both agree and promise as
follows:
1. Effective December 27, 2014 , Executive shall cease to serve as Chief Executive Officer an
d
shall continue to serve as an employee of Kraft with the title of Senior Advisor at his current base salary until
March 31, 2015 (“Retirement Date”), with such duties and responsibilities as mutually agreed between Executive
by the Chairman of Kraft’ s Board of Directors. In addition, Executive agrees to serve as a director of Kraft until
Kraft’ s 2015 Annual Meeting of Shareholders and that his service as a director shall terminate on the date of such
Annual Meeting. Executive and Kraft agree that the anticipated level of services that Executive will perfor
m
p
rior to the Retirement Date shall be in excess of 20% of the average level of services that Executive performe
d
for Kraft during the three-year period prior to the Retirement Date.
2. The Executive will receive no additional compensation for his service as a director in the perio
d
b
etween the date of this Agreement and the Retirement Date. The sole compensation that the Executive will
receive for his service as a director in the period between the Retirement Date and the date of Kraft’ s 2015
Annual Meeting of Shareholders will be a pro-rated portion of the annual cash compensation provided to Kraft’ s
non-employee directors.
3. In accordance with the Letter Agreement and subject to (i) Paragraph 10 hereof, (ii) Executive’ s
execution and non-revocation of this Agreement, (iii) Executive’ s execution and non-revocation of
a
commercially reasonable supplemental release agreement to be entered into within 30 days following the
Retirement Date, such supplemental release to be substantively consistent with Paragraph 11 hereto, and (iv)
Executive’ s continued compliance with this Agreement, Executive shall receive the following Separation
Benefits:
a.
Twenty-four (24) months of base salary, paid in substantially equal installments in accordance
with the Company’ s normal payroll practices and schedule over the twenty-four (24) month
period following the Retirement Date (the “Separation Benefits Period”). Pursuant to Internal
Revenue Code (the “Code”) Section 409A, Executive will be a “Key Employee”; accordingly, the
first installment is required to be delayed six (6) months following the Retirement Date.
Therefore, Executive’ s first installment (which shall include base salary for the period from April
1, 2015 through September 30, 2015) shall be paid on the first regularly scheduled payroll date
following September 30, 2015.
b.
During the Separation Benefits Period, Executive will be eligible to receive medical, dental, an
d
life insurance coverage pursuant to the terms of Kraft’ s benefit plans. Executive will not be
eligible to make contributions to or receive contributions under the Kraft Thrift 401(k) Plan or to
receive Kraft short-term disability insurance coverage or business travel accident coverage afte
r
the Retirement Date.