Kraft 2014 Annual Report Download - page 97

the denominator of which is the total number of days in the performance cycle, and (D) any accrued vacation pay,
in each case to the extent not theretofore paid. The sum of the amounts described in sub clauses (A), (B), (C) an
d
(D), shall be referred to as the “Accrued Obligations”, and, in the case of the amounts described in sub clauses (B)
and (C), shall be reduced by any amount paid or payable under the Kraft Foods Group, Inc. 2012 Performance
Incentive Plan on account of the same fiscal year or performance cycle, as applicable.
(b)
The Employer also shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination
(or, if later, 30 days after the date of the Change in Control), or on such later date as required under Section 3.3(g),
an amount (“Separation Pay”) equal to the product of (A) the applicable Separation Pay Multiple and (B) the su
m
of (x) the Participant's Annual Base Salary and (y) the Participant's Annual Incentive Award Target, reduced (bu
t
not below zero) in the case of any Participant who is a Non-U.S. Executive by the U.S. dollar equivalen
t
(determined as of the Participant's Date of Termination) of any payments made to the Participant under the laws o
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his or her designated home country or any program or policy of the Employer in such country on account of the
Participant's termination of employment.
(c)
Solely with respect to U.S. Participants, for a number of years equal to the applicable Separation Pay Multiple
after the Participant's Date of Termination (or, if later, the date of the Change in Control), or such longer period as
may be provided by the terms of the appropriate plan, program, practice or policy, the Employer shall continue
welfare benefits to the Participant and/or the Participant's family at least equal to those which would have been
p
rovided to them in accordance with the plans, programs, practices and policies (including, without limitation,
medical, prescription, dental, disability, employee/spouse/child life insurance, executive life, estate preservation
(second-to-die life insurance) and travel accident insurance plans and programs), as if the Participant's
employment had not been terminated, or, if more favorable to the Participant, as in effect generally at any time
thereafter with respect to other peer executives of the Company and its Affiliates and their families; provided,
however, that if the Participant becomes reemployed with another employer and is eligible to receive medical o
r
other welfare benefits under another employer-
p
rovided plan, the medical and other welfare benefits describe
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herein shall be secondary to those provided under such other plan during such applicable period of eligibility. The
period of continuation of any group medical plan coverage under Section 4980B of the Code (the “COBRA
Period”) shall run concurrently during the period for which medical coverage is provided to the Participan
t
p
ursuant to this Section 3.3(c). The provision of medical coverage made during the COBRA Period is intended to
qualify for the exception to deferred compensation as a medical benefit provided in accordance with the provisions
of Section 409A of the Code and Treasury Regulation §1.409A-1(b)(9)(v)(B). Any reimbursements required to be
made to a Participant under any arrangement pursuant to this Section 3.3(c) that is not described in the preceding
sentence or is not excepted from Section 409A of the Code under Treasury Regulation § 1.409A-1(a)(5) shall be
made to the Participant no later than the end of the Participant's second taxable year following the expense being
reimbursed was incurred. The maximum amount of any such welfare benefits provided to a Participant under this
p
rovision in any calendar year shall not be increased or decreased to reflect the amount of such welfare benefits
p
rovided to such Participant under this provision in a prior or subsequent calendar year. For purposes o
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determining the Participant's eligibility for retiree benefits pursuant to such welfare plans, practices, programs an
d
p
olicies, the Participant shall be considered to have remained employed for a number of years equal to the
applicable Separation Pay Multiple after the Date of Termination; provided, however, that the Participant's
commencement of such retiree benefits shall not be any sooner than the date on which the Participant attains 55
years of age and provided, further, that the Participant's costs under any such retiree benefits plans, practices,
programs or policies shall be based upon actual service with the Company and its Affiliates.