Kraft 2014 Annual Report Download - page 89

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Change in Control
“Change in Control” means the occurrence of any of the following events:
(A) Acquisition of 20% or more of the outstanding voting securities of the Company
by another entity or group; excluding, however, the following:
(1) any acquisition by the Company or any of its Affiliates;
(2) any acquisition by an employee benefit plan or related trust sponsored or
maintained by the Company or any of its Affiliates; or
(3) any acquisition pursuant to a merger or consolidation described in clause (C) of
this definition.
(B) 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;
(C) The consummation of a merger or consolidation of the Company with another
company, and the Company 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 Company; excluding, however, a transaction pursuant to which all or
substantially all of the individuals or entities who are the beneficial owners of the
outstanding voting securities of the Company 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 Company
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 Company; or
(D) The consummation of a plan of complete liquidation of the Company or the sale or
disposition of all or substantially all of the Company'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 Company
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 Company'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 Company.
For the avoidance of doubt, the separation of the Company from Kraft Foods Inc. shall
not be considered a Change in Control.
Code The Internal Revenue Code of 1986, as amended from time to time.
Committee
The Board’ s Compensation Committee or a subcommittee thereof, any successor
thereto or such other committee or subcommittee as may be designated by the Board
to administer the Plan.