Kraft 2014 Annual Report Download - page 98

3.4. Certain Additional Payments by the Employer.
(d)
The Employer shall, at its sole expense, provide the Participant with outplacement services through the provider o
f
the Company's choice, the scope of which shall be chosen by the Participant in his or her sole discretion within the
terms and conditions of the Company's outplacement services policy as in effect immediately prior to the Change
in Control, but in no event shall such outplacement services continue for more than two years after the calenda
r
year in which the Participant terminates employment.
(e)
The Employer shall, for a number of years equal to the applicable Separation Pay Multiple after the Participant's
Date of Termination, or after the Change in Control, if later, or such longer period as may be provided by the
terms of the appropriate perquisite, continue the perquisites at least equal to those which would have been
p
rovided to them in accordance with the perquisites in effect immediately prior to the Change in Control;
p
rovided, however, that the maximum value of perquisites provided to a Participant under this provision in any
calendar year shall not be increased or decreased to reflect the value of perquisites provided to such Participan
t
under this provision in a prior or subsequent calendar year. Any reimbursements to a Participant for costs
associated with such continued perquisites shall be made no later than the end of the Participant's second taxable
year following the date the Participant incurred such cost. This clause does not apply to personal use of the
Company aircraft to the extent that this perquisite is in effect for any Key Executive immediately prior to the
Change in Control.
(f)
To the extent not theretofore paid or provided, the Employer shall pay or provide to the Participant, at the time
otherwise payable, any other amounts or benefits required to be paid or provided or that the Participant is eligible
to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliates.
(g)
N
otwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A o
f
the Code, then (i) any payments described in Sections 3.3(a) and (b) which the Company determines constitute the
p
ayment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, shall be
delayed and become payable within five days after the six-month anniversary of the Participant's termination o
f
employment and (ii) any benefits provided under Sections 3.3(c) and (e) which the Company determines constitute
the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, shall be
provided at the Participant's sole cost during the six-month period after the date of the Participant's termination o
f
employment, and within five days after the expiration of such period the Company shall reimburse the Participan
t
for the portion of such costs payable by the Company pursuant to Sections 3.3(c) and (e) hereof.
(h)
For all purposes under the applicable Company non-qualified defined benefit pension plan, the Company shall
credit the Participant with a number of additional years of service equal to the applicable Separation Pay Multiple
and shall add a number of years equal to the applicable Separation Pay Multiple to the Participant's age.
(a)
Anything in this Plan to the contrary notwithstanding, with respect to any Participant who is a citizen or residen
t
of the United States, in the event it shall be determined that any Payment would be subject to the Excise Tax, then
the Payments to the Participant, in the aggregate, shall be the greater of:
(i)
The Net After-Tax Benefit, o
r