{"id":40645,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-benefits-plan-i-kraft-foods-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-benefits-plan-i-kraft-foods-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-benefits-plan-i-kraft-foods-inc.html","title":{"rendered":"Supplemental Benefits Plan I &#8211; Kraft Foods Inc."},"content":{"rendered":"<pre>\n                               KRAFT FOODS, INC.\n                          SUPPLEMENTAL BENEFITS PLAN I\n                          ----------------------------\n\n                            (As Amended and Restated\n                        Effective as of January 1, 1996)\n\n \n                               TABLE OF CONTENTS\n \n                                                           PAGE\n \nSECTION 1 - General.........................................  1\n     1.1.   History, Purpose and Effective Date.............  1\n     1.2.   Plan Administration; Plan Year..................  2\n     1.3.   Source of Benefits..............................  2\n     1.4.   Indemnification and Exculpation.................  2\n     1.5.   Applicable Laws.................................  2\n     1.6.   Gender and Number...............................  3\n     1.7.   Action by Employers.............................  3\n     1.8.   Severability of Plan Provisions.................  3\n     1.9.   Notices.........................................  3\n     1.10.  Defined Terms...................................  3\n\nSECTION 2 - Participation...................................  3\n     2.1.   Participation...................................  3\n     2.2.   Plan Not Contract of Employment.................  3\n\nSECTION 3 - Supplemental Thrift Plan Benefits...............  4\n     3.1.   Eligibility for Supplemental Thrift Plan\n            Benefits........................................  4\n     3.2.   Accounts........................................  4\n     3.3.   Participant Deferrals...........................  5\n     3.4.   Matching Contribution Credits...................  5\n     3.5.   Earnings Equivalents............................  6\n\nSECTION 4 - Supplemental Retirement Plan Benefits...........  7\n     4.1.   Eligibility for Supplemental Retirement Plan\n            Benefits........................................  7\n     4.2.   Amount of Supplemental Retirement Plan            7\n            Benefits........................................  7\n\nSECTION 5 - Vesting and Payment of Plan Benefits............  8\n     5.1.   Vesting.........................................  8\n     5.2.   Payment of Plan Benefits to Participants........  8\n     5.3.   Payment of Plan Benefits to Beneficiaries.......  8\n     5.4.   Facility of Payment.............................  9\n     5.5.   Benefits May Not Be Assigned or Alienated.......  9\n     5.6.   Tax Liability...................................  9\n     5.7.   Committee Discretion to Accelerate..............  9\n\nSECTION 6 - Administration.................................. 10\n     6.1.   Committee Membership and Authority.............. 10\n     6.2.   Allocation and Delegation of Committee\n            Responsibilities and Powers..................... 11\n     6.3.   Information to be Furnished to Committee........ 11\n     6.4.   Committee's Decision Final...................... 11\n\nSECTION 7 - Amendment and Termination....................... 11\n     7.1.   Amendment and Termination....................... 11\n     7.2.   Merger.......................................... 12\n\n                                       i\n\n \n                               TABLE OF CONTENTS\n\n                                                           PAGE\n\nSECTION 8 - Change of Control............................... 12\n     8.1.   Definition...................................... 12\n     8.2.   Effect of Change of Control..................... 14\n\n                                       ii\n\n \n                               KRAFT FOODS, INC.\n                          SUPPLEMENTAL BENEFITS PLAN I\n                          ----------------------------\n                                        \n                            (As Amended and Restated\n                        Effective as of January 1, 1996)\n\n                                   SECTION 1\n                                   ---------\n\n                                    General\n                                    -------\n                                        \n     1.1. History, Purpose and Effective Date. This document sets forth the\n          -----------------------------------                              \nprovisions of Kraft Foods, Inc. Supplemental Benefits Plan I (the \"Plan\") ,\nestablished and maintained by Kraft Foods, Inc., a Delaware corporation (the\n\"Company\"). The terms of the Plan as set forth herein are effective as of\nJanuary 1, 1996 (the \"Effective Date\") and constitute an amendment, restatement\nand continuation of that part of the Kraft Foods, Inc. Supplemental Benefits\nPlan (as in effect immediately prior to the Effective Date) that provides\nretirement income from a plan, program or arrangement described in section\n114(b) (1) (I) (ii) of chapter 4 of Title 4, United States Code. The purpose of\nthe Plan is to enable the eligible employees of the Employers (as defined below)\nto defer receipt of compensation and to receive retirement income and other\nbenefits in addition to the retirement income and other benefits payable under\nthe qualified plans of the Employers. The Company and any of its subsidiaries\nthat adopts the Plan with the consent of the Company's Management Committee for\nEmployee Benefits (the \"Committee\") are referred to below collectively as the\n\"Employers\" and individually as an \"Employer\". The Plan is not intended to\nqualify under section 401(a) of the Internal Revenue Code of 1986, as amended\n(the \"Code\"), or be subject to Parts 2, 3 or 4 of Title I of the Employee\nRetirement Income Security Act of 1974, as amended (\"ERISA\"). For purposes of\napplying Title I of ERISA, the Plan consists of two components: (a) an \"excess\nbenefit\" plan, within the meaning of section 3(36) of ERISA (the \"Excess Plan\"),\nand (b) a plan maintained primarily for the purpose of providing deferred\ncompensation for a select group of management or highly compensated employees\nwithin the meaning of section 301(a)(3) of ERISA (the \"Management Plan\"). All\nbenefits provided under the Plan will be provided under the Excess Plan\ncomponent, except to the extent that such benefits may not be provided under an\nexcess plan as defined under section 3(36) of ERISA. Any benefits that may not\nbe provided under the Excess Plan component will be provided under the\nManagement Plan component. For purposes of applying section 72 of the Code, the\nPlan consists of a separate program of interrelated contributions and benefits\nthat constitutes a defined contribution arrangement and a separate program of\ninterrelated contributions and benefits that constitutes a defined benefit\narrangement. Section 3\n\n \ndescribes the eligibility conditions and benefit amounts available under the\nseparate program that constitutes a defined contribution arrangement. Section 4\ndescribes the eligibility conditions and benefit amounts available under the\nseparate program that constitutes a defined benefit arrangement. The two\nprograms shall each constitute a separate contract for purposes of section 72 of\nthe Code.\n\n     1.2. Plan Administration; Plan Year. The Plan shall be administered by the\n          ------------------------------                                       \nCommittee, as more fully described in Section 6. The \"Plan Year\" means the \n12-consecutive-month period beginning on each January 1 and ending on the\nfollowing December 31.\n\n     1.3. Source of Benefits. The amount of any benefit payable under the Plan\n          ------------------                                                  \nwill be paid in cash from the general assets of the Employers or from one or\nmore trusts, the assets of which are subject to the claims of the Employer's\ngeneral creditors. Such amounts payable shall be reflected on the accounting\nrecords of the Employers but shall not be construed to create, or require the\ncreation of, a trust, custodial or escrow account. No employee or other\nindividual entitled to benefits under the Plan shall have any right, title or\ninterest whatever in any assets of any Employer or to any investment reserves,\naccounts or funds that an Employer may purchase, establish or accumulate to aid\nin providing the benefits under the Plan. Nothing contained in the Plan and no\naction taken pursuant to its provisions, shall create a trust or fiduciary\nrelationship of any kind between an Employer and an employee or any other\nperson. Neither an employee or beneficiary of an employee shall acquire any\ninterest greater than that of an unsecured creditor.\n\n     1.4. Indemnification and Exculpation. The members of the Committee, and its\n          -------------------------------                                       \nagents, and the officers, directors, and employees of any Employer and its\naffiliates shall be indemnified and held harmless by the Employer against and\nfrom any and all loss, costs, liability, or expense that may be imposed upon or\nreasonably incurred by them in connection with or resulting from any claim,\naction, suit, or proceeding to which they may be a party or in which they may be\ninvolved by reason of any action taken or failure to act under the Plan and\nagainst and from any and all amounts paid by them in settlement (with the\nEmployer's written approval) or paid by them in satisfaction of a judgment in\nany such action, suit, or proceeding. The foregoing provisions shall not be\napplicable to any person if the loss, costs, liability, or expense is due to\nsuch person's gross negligence or willful misconduct.\n\n     1.5. Applicable Laws. The Plan shall be construed and administered in\n          ---------------                                                 \naccordance with the internal laws of the State of\n\n                                       2\n\n \nIllinois to the extent that such laws are not preempted by the laws of the\nUnited States of America.\n\n     1.6. Gender and Number. Where the context admits, words in any gender shall\n          -----------------                                                     \ninclude any other gender, words in the singular shall include the plural and the\nplural shall include the singular.\n\n     1.7. Action by Employers. Any action required of or permitted by the\n          -------------------                                            \nCompany or the Employers under the Plan shall be by approval of the Committee or\nany person or persons authorized by the Committee.\n\n     1.8. Severability of Plan Provisions. In the event any provision of the\n          -------------------------------                                   \nPlan shall be held invalid or illegal for any reason, any invalidity or\nillegality shall not affect the remaining parts of the Plan, but the Plan shall\nbe construed and enforced as if the invalid or illegal provision had never been\ninserted, and the Company shall have the right to correct and remedy such\nquestions of invalidity or illegality by amendment as provided in the Plan.\n\n     1.9. Notices. Any notice or document required to be filed with the\n          -------                                                      \nCommittee under the Plan will be properly filed if delivered or mailed by\nregistered mail, postage prepaid, to the Committee (or its delegate), in care of\nthe Company, at its principal executive offices. Any notice required under the\nPlan may be waived by the person entitled to notice.\n\n     1.10. Defined Terms. Terms used frequently with the same meaning are\n           -------------                                                 \nindicated by initial capital letters, and are defined throughout the Plan.\nAppendix A contains an alphabetical listing of such terms and the locations in\nwhich they are defined.\n\n                                   SECTION 2\n                                   ---------\n\n                                 Participation\n                                 -------------\n                                        \n     2.1. Participation. Each employee of an Employer who has met the\n          -------------                                              \neligibility and enrollment requirements set forth in subsections 3.1 or 4.1 of\nthe Plan will become a \"Participant\" in the Plan as of the date on which he\nmeets such requirements.\n\n     2.2. Plan Not Contract of Employment. The Plan does not constitute a\n          -------------------------------                                \ncontract of employment, and participation in the Plan will not give any employee\nthe right to be retained in the employ of any Employer nor any right or claim to\nany benefit under the Plan, unless such right or claim has specifically accrued\nunder the terms of the Plan.\n\n                                       3\n\n \n                                   SECTION 3\n                                   ---------\n\n                       Supplemental Thrift Plan Benefits\n                       ---------------------------------\n                                        \n     3.1. Eligibility for Supplemental Thrift Plan Benefits. Subject to the\n          -------------------------------------------------                \nconditions and limitations of the Plan, each individual who was a Participant in\nSection 3 of the Kraft Foods, Inc. Supplemental Benefits Plan immediately prior\nto the Effective Date will continue to be a Participant in the Plan under this\nSection 3 on and after that date, and each other employee of an Employer who was\nnot such a Participant immediately prior to the Effective Date will be eligible\nto participate in the Plan under this Section 3 on the first day upon which he\nsatisfies the following requirements:\n\n     (a)  he is a participant in the Kraft Foods Thrift Plan or the General\n          Foods Employee Thrift-Investment Plan (collectively, the \"Thrift\n          Plan\") and he has in effect an election to make, and is making, \n          before-tax and\/or after-tax contributions under the Thrift Plan; and\n\n     (b)  he is required to discontinue making before-tax and\/or after-tax\n          contributions under the Thrift Plan as a result of the compensation\n          limitations of section 401(a)(17) of the Code or the annual additions\n          limitations of sections 415(c) or 415(e) of the Code.\n\nAn employee who first becomes eligible to participate in the Plan under this\nSection 3 on or after January 1, 1996, or who has submitted a written request to\ndecline participation in the Plan, shall become enrolled in and participate in\nthe Plan on (or as soon as practicable after) the later of (i) the date on which\nhe meets the eligibility requirements set forth above, or (ii) the date he\nsubmits a written request to the Committee to participate in the Plan and make\nnonqualified compensation deferrals in accordance with subsection 3.3.\n\n     3.2. Accounts. The Committee shall maintain a bookkeeping \"Account\" in the\n          --------                                                             \nname of each Participant under this Section 3 to reflect such Participant's\nsupplemental Thrift Plan benefits under the Plan. Each Participant's Account\nshall be credited with the following amounts:\n\n     (a)  the amount of compensation deferred by the Participant in accordance\n          with the provisions of subsection 3.3;\n\n     (b)  the amount of matching contribution credits to be credited to the\n          Participant's Account in accordance with subsection 3.4;\n\n                                       4\n\n \n     (c)  the amount of Earnings Equivalents to be credited to the Participant's\n          Account in accordance with subsection 3.5; and\n\n     (d)  the amounts credited to a Participant's account under any other\n          defined contribution type of nonqualified plan, program or arrangement\n          which has been merged into and continued in the form of the Plan (a\n          \"Prior Plan\").\n\nEach Participant's Account shall be charged with any payments made in accordance\nwith Section 5 below.\n\n     3.3. Participant Deferrals. Subject to such limitations and procedures as\n          ---------------------                                               \nthe Committee may from time to time impose, each Plan Year a Participant for\nwhom before-tax and\/or after-tax contributions are being made under the Thrift\nPlan and who is required to discontinue such contributions for the reasons set\nforth in paragraph (b) of subsection 3.1 may elect to defer on a nonqualified\nbefore-tax basis the receipt of the compensation otherwise payable to him by his\nEmployer for that Plan Year and which may not be contributed to the Thrift Plan\nfor that Plan Year. The nonqualified compensation deferral rate of a Participant\nshall be equal to the rate of contributions last elected by him under the Thrift\nPlan immediately prior to the date such contributions were required to be\ndiscontinued; provided, however, that a Participant may elect to change the rate\nof his compensation deferrals, or to suspend such deferrals, which election\nshall be in writing or in accordance with such other procedures established by\nthe Committee, such as the use of an interactive telephone system. A\nParticipant's nonqualified compensation deferrals shall automatically be\nsuspended as of the date the Participant is permitted to resume contributions\nunder the Thrift Plan. The Account of the Participant shall be credited with the\namounts deferred by the Participant as of the date on which such compensation\nwould otherwise have been paid to the Participant or such other date as the\nCommittee may reasonably provide. Subject to such limitations and procedures as\nthe Committee may from time to time impose, a Participant's election to make\nnonqualified compensation deferrals under this Plan may be considered to be a\ncontinuing election, so that each Plan Year the Participant will re-commence\ncompensation deferrals under this subsection 3.3 immediately upon the date that\nThrift Plan contributions are discontinued for the reasons set forth in\nparagraph (b) of subsection 3.1.\n\n     3.4. Matching Contribution Credits. If a Participant has a nonqualified\n          -----------------------------                                     \ncompensation deferral election in effect under subsection 3.3, his Account under\nthe Plan will be credited with an amount equal to the matching contributions\nthat the Participant would have been eligible for under the Thrift Plan if the\namounts deferred under subsection 3.3 had been contributed to\n\n                                       5\n\n \nthe Thrift Plan. Matching contribution amounts shall be credited to a\nParticipant's Account as of the date matching contributions would have been\ncredited under the Thrift Plan if the amounts deferred under subsection 3.3 had\nbeen contributed to the Thrift Plan.\n\n     3.5. Earnings Equivalents. The Accounts of Participants shall be credited\n          --------------------                                                \nwith deemed earnings and\/or losses (\"Earnings  Equivalents\") as of each\nAccounting Date (as defined in paragraph (a) below) in accordance with the\nfollowing provisions:\n\n     (a)  The term \"Accounting Date\" means, each business day (as determined by\n          the Committee in its sole discretion).\n\n     (b)  As of each Accounting Date, a Participant's Account shall be credited\n          with an amount determined by multiplying the Participant's Account\n          balance on that date by an \"earnings equivalent rate\" as described\n          below. Except as provided in paragraph (c) below, the earnings\n          equivalent rate to be credited for any period shall be equal to the\n          rate of earnings (as determined by the Committee) for such period on\n          the Interest Income Fund of the Thrift Plan.\n\n     (c)  Prior to 1991 the General Foods business unit of the Company\n          maintained a plan known as the Supplemental Thrift-Investment Plan\n          (the \"General Foods Plan\"), which permitted participants to have their\n          accounts credited with assumed earnings based upon hypothetical\n          investment elections in certain investment funds known as the\n          Guaranteed Return Fund (now known as the Interest Income Fund), U.S.\n          Government Securities Fund, Diversified Equity Index Fund, and Philip\n          Morris Stock Fund. The outstanding accounts previously maintained\n          under the General Foods Plan are now maintained under this Plan. With\n          respect to that portion of any Participant's Account that was\n          originally credited under the General Foods Plan prior to January 1,\n          1991, the earnings equivalent rate applicable to such portion for any\n          period shall be equal to the rate of earnings (as determined by the\n          Committee) on the investment funds under the Thrift Plan corresponding\n          to the Participant's hypothetical investment election, as in effect on\n          December 31, 1990, under the General Foods Plan, which investment\n          election may not be changed, except that the Participant may\n          irrevocably elect, on a prospective basis only, to have such portion\n          credited with Earnings Equivalents in the manner set forth in\n          paragraph (b) next above.\n\n                                       6\n\n \n                                   SECTION 4\n                                   ---------\n\n                      Suplemental Retirement Plan Benefits\n                      ------------------------------------\n                                        \n     4.1. Eligibility for Supplemental Retirement Plan Benefits. Subject to the\n          -----------------------------------------------------                \nconditions and limitations of the Plan, each individual who was a Participant in\nSection 4 of the Kraft Foods, Inc. Supplemental Benefits Plan immediately prior\nto the Effective Date will continue to be a Participant in the Plan under this\nSection 4 on and after that date, and each other employee of an Employer who was\nnot a Participant immediately prior to the Effective Date will automatically be\nenrolled in and become a Participant in the Plan under this Section 4 on the\nfirst day upon which he satisfies the following requirements:\n\n     (a)  he is a participant in the Kraft Foods Retirement Plan or the Kraft\n          Foods Hourly Retirement Plan (collectively, the \"Retirement Plan\");\n          and\n\n     (b)  his benefits under the Retirement Plan are limited as a result of the\n          compensation limitations of section 401(a) (17) of the Code or the\n          benefit limitations of sections 415(b) or 415(e) of the Code.\n\n     4.2. Amount of Supplemental Retirement Plan Benefits. A Participant under\n          -----------------------------------------------                     \nthis Section 4 shall be eligible for a supplemental Retirement Plan benefit\npayable under the Plan in an amount equal to:\n\n     (a)  the amount of the Retirement Benefit or Deferred Vested Benefit (as\n          defined in the Retirement Plan), expressed in the form of the benefit\n          the Participant is actually receiving under the Retirement Plan, that\n          the Participant would have been entitled to receive under the\n          Retirement Plan, if such benefit were determined without regard to the\n          compensation limitations of section 401(a)(17) of the Code and\n          without regard to the limitations imposed by section 415 of the Code,\n\n                                   REDUCED BY\n                                   ----------\n                                        \n     (b)  the amount of the actual benefit payable under the Retirement Plan to\n          or on account of the individual.\n\n                                   SECTION 5\n                                   ---------\n\n                      Vesting and Payment of Plan Benefits\n                      ------------------------------------\n                                        \n     5.1. Vesting. A Participant shall at all times have a fully vested,\n          -------                                                       \nnonforfeitable interest in the portion of his Account maintained under Section 3\nof the Plan attributable to\n\n                                       7\n\n \nhis compensation deferrals made under subsection 3.3 (or under the equivalent\nterms of a Prior Plan), and the Earnings Equivalents attributable thereto. A\nParticipant shall become vested and have a nonforfeitable interest in the\nportion of his Account maintained under Section 3 of the Plan attributable to\nmatching contribution credits when and to the extent that his matching account\nmaintained under the Thrift Plan becomes vested and nonforfeitable . A\nParticipant shall become vested and have a nonforfeitable interest in his\nbenefits determined under Section 4 of the Plan when and to the extent that his\naccrued benefit under the Retirement Plan becomes vested and nonforfeitable.\nNotwithstanding the foregoing provisions of this subsection 5.1, a Participant\nor his beneficiary shall have no right to any benefits under the Plan if the\nCommittee or his Employer determines that he engaged in a willful, deliberate or\ngrossly negligent act of commission or omission which is substantially injurious\nto the finances or reputation of the Employers.\n\n     5.2. Payment of Plan Benefits to Participants. Except as provided by the\n          ----------------------------------------                           \nfollowing provisions of this paragraph, an amount equal to a Participant's\nvested Account under Section 3 of the Plan will be paid to him in a lump sum as\nsoon as practicable after he has elected to commence distribution of all his\nvested interest in the Thrift Plan, and a Participant's vested benefits under\nSection 4 of the Plan will be paid to him in the same form, on the same dates\nand for the same period during which benefits are payable to him under the\nRetirement Plan; provided, however, that no benefits under the Plan shall be\npayable to a Participant sooner than 30 days after the Participant (and his\nspouse or beneficiary, as applicable) has made all elections required to\ncommence distributions under the terms of the Thrift Plan or Retirement Plan, as\napplicable.\n\n     5.3. Payment of Plan Benefits to Beneficiaries. If a Participant dies\n          -----------------------------------------                       \nbefore the payment of vested benefits accrued under Section 3, the vested\nportion of his Account shall be paid to his Beneficiary (as defined below) in a\nlump sum amount as soon as practicable following the completion of all forms and\napplications requested by the Committee. If a Participant dies before he has\ncommenced the payment of vested benefits accrued under Section 4, his\nBeneficiary shall receive such death benefits or preretirement surviving spouse\nbenefits, if any, as would be provided under the Retirement Plan, calculated and\npaid in the same form and manner as under the Retirement Plan. If a Participant\ndies after he has commenced the payment of benefits accrued under Section 4,\nthere are no death benefits payable under the Plan with respect to his Section 4\nbenefits except as may be provided under the distribution method applicable to\nsuch benefits in accordance with subsection 5.2. For purposes of this Plan, a\nParticipant's \"Beneficiary\" with respect to benefits\n\n                                       8\n\n \npayable under a specific Section of the Plan shall be the same person or persons\nas his beneficiary determined under the terms of the Thrift Plan or Retirement\nPlan, as applicable; provided, however, that each Participant may designate in\nwriting any legal or natural person or persons as Beneficiary of any benefits\npayable under the Plan after his death, and, to the extent that death benefits\nare payable both with respect to supplemental Thrift Plan benefits under Section\n3 of the Plan and supplemental Retirement Plan benefits under Section 4 of the\nPlan, separate Beneficiary designations may be made with respect to those\ncomponents of the Plan. A Beneficiary designation made with respect to benefits\npayable under the Plan will be effective only after it is filed in writing with\nthe Committee or its delegate while the Participant is alive and will cancel all\nbeneficiary designation forms filed earlier.\n\n     5.4. Facility of Payment. If, in the Committee's opinion, a Participant or\n          --------------------                                                 \nother person entitled to benefits under the Plan is under a legal disability or\nis in any way incapacitated so as to be unable to manage his financial affairs,\npayment will be made to the conservator or other person legally charged with the\ncare of his person or his estate or, if no such legal conservator will have been\nappointed, then to any individual (for the benefit of such Participant or other\nperson entitled to benefits under the Plan) whom the Committee may from time to\ntime approve.\n\n     5.5. Benefits May Not Be Assigned or Alienated. The benefits payable to, or\n          -----------------------------------------                             \non account of, any individual under the Plan may not be voluntarily or\ninvoluntarily assigned or alienated.\n\n     5.6. Tax Liability. The Employers may withhold from any payment of benefits\n          -------------                                                         \nhereunder any taxes required to be withheld and such sum as the Employers may\nreasonably estimate to be necessary to cover any taxes for which the Employers\nmay be liable and which may be assessed with regard to such payment.\n\n     5.7. Committee Discretion to Accelerate. The Committee may accelerate the\n          ----------------------------------                                  \ndate of distribution of any benefits payable under the Plan to or on behalf of\nany Participant to the extent that the Committee determines that such\nacceleration is in the best interests of the Employers because of changes in tax\nlaws or accounting principles, Department of Labor regulations, or any other\nreason which negates or diminishes the continued value of the Plan to any\nEmployer or Participant. The amount distributed pursuant to this subsection 5.7\nwill be paid in the form of a lump sum.\n\n                                       9\n\n \n                                   SECTION 6\n                                   ---------\n\n                                 Administration\n                                 --------------\n                                        \n     6.1. Committee Membership and Authority. The \"Committee\" referred to in\n          ----------------------------------                                \nsubsection 1.2 shall consist of one or more members appointed by the Company.\nExcept as otherwise specifically provided in this Section 6, the Committee shall\nact by a majority of its then members, by meeting or by writing filed without\nmeeting, and shall have the following discretionary authority, powers, rights\nand duties in addition to those vested in it elsewhere in the Plan:\n\n     (a)  to adopt and apply in a uniform and nondiscriminatory manner to all\n          persons similarly situated, such rules of procedure and regulations\n          as, in its opinion, may be necessary for the proper and efficient\n          administration of the Plan and as are consistent with the provisions\n          of the Plan;\n\n     (b)  to enforce the Plan in accordance with its terms and with such\n          applicable rules and regulations as may be adopted by the Committee;\n\n\n     (c)  to determine conclusively all questions arising under the Plan,\n          including the power to determine the eligibility of employees and the\n          rights of Participants and other persons entitled to benefits under\n          the Plan and their respective benefits, to make factual findings and\n          to remedy ambiguities, inconsistencies or omissions of whatever kind;\n\n     (d)  to maintain and keep adequate records concerning the Plan and\n          concerning its proceedings and acts in such form and detail as the\n          Committee may decide;\n\n     (e)  to direct all payments of benefits under the Plan; and\n\n     (f)  to employ agents, attorneys, accountants or other persons (who may\n          also be employed by or represent the Employers) for such purposes as\n          the Committee considers necessary or desirable to discharge its\n          duties.\n\nThe certificate of a majority of the members of the Committee that the Committee\nhas taken or authorized any action shall be conclusive in favor of any person\nrelying on the certificate.\n\n     6.2. Allocation and Delegation of Committee Responsibilities and Powers. In\n          ------------------------------------------------------------------    \nexercising its authority to control and manage the operation and administration\nof the Plan, the Committee may allocate all or any part of its responsibilities\n\n                                       10\n\n \nand powers to any one or more of its members and may delegate all or any part of\nits responsibilities and powers to any person or persons selected by it. Any\nsuch allocation or delegation may be revoked at any time.\n\n     6.3. Information to be Furnished to Committee. The Employers shall furnish\n          ----------------------------------------                             \nthe Committee such data and information as may be required for it to discharge\nits duties and the records of the Employers shall be conclusive on all persons\nunless determined to be incorrect. Participants and other persons entitled to\nbenefits under the Plan must furnish to the Committee such evidence, data or\ninformation as the Committee considers desirable to carry out the Plan.\n\n     6.4. Committee's Decision Final. Any interpretation of the Plan and any\n          --------------------------                                        \ndecision on any matter within the discretion of the Committee made by the\nCommittee shall be binding on all persons. A misstatement or other mistake of\nfact shall be corrected when it becomes known, and the Committee shall make such\nadjustment on account thereof as it considers equitable and practicable.\n\n                                   SECTION 7\n                                   ---------\n\n                           Amendment and Termination\n                           -------------------------\n                                        \n     7.1. Amendment and Termination. The Company and the Committee have the\n          -------------------------                                        \nright to amend the Plan from time to time, and the right to terminate it;\nprovided, however, that no such amendment or termination of the Plan will:\n\n     (a)  reduce or impair the interests of Participants in benefits being paid\n          under the Plan as of the date of amendment or termination, as the case\n          may be; or\n\n     (b)  reduce the aggregate amount of benefits payable from the Plan and from\n          any other plan, program or arrangement established to supplement or\n          replace the Plan to or on account of any employee of an Employer to an\n          amount which is less than the amount to which he would be entitled in\n          accordance with the provisions of the Plan if the employee terminated\n          employment immediately prior to the date of the amendment or\n          termination, as the case may be.\n\n     7.2. Merger. No Employer will merge or consolidate with any other \n          ------\ncorporation, or liquidate or dissolve, without making suitable arrangements,\nsatisfactory to the Committee, for the payment of any benefits payable under the\nPlan.\n\n                                       11\n\n \n                                   SECTION 8\n                                   ---------\n\n                               Change of Control\n                               -----------------\n                                        \n     8.1. Definition. \"Change of Control\" means the happening of any of the\n          ----------                                                       \nfollowing events:\n\n     (a)  The acquisition by any individual, entity or group (within the meaning\n          of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of\n          1934, as amended (the \"Exchange Act\")) (a \"Person\") of beneficial\n          ownership (within the meaning of Rule 13d-3 promulgated under the\n          Exchange Act) of 20% or more of either(i) the then outstanding shares\n          of common stock of Philip Morris Companies Inc. (the \"Parent\") (such\n          stock hereinafter referred to as the \"Outstanding Parent Common\n          Stock\") or (ii) the combined voting power of the then outstanding\n          voting securities of the Parent entitled to vote generally in the\n          election of directors (the \"Outstanding Parent Voting Securities\");\n          provided, however, that the following acquisitions shall not\n          constitute a Change of Control: (i) any acquisition directly from the\n          Parent, (ii) any acquisition by the Parent, (iii) any acquisition by\n          any employee benefit plan (or related trust) sponsored or maintained\n          by the Parent or any corporation controlled by the Parent or (iv) any\n          acquisition by any corporation pursuant to a transaction described in\n          clauses (i), (ii) and (iii) of paragraph (c) of this subsection 8.1;\n          or\n\n     (b)  Individuals who, as of November 1, 1989, constitute the Board of\n          Directors of Parent (the \"Incumbent Board\") cease for any reason to\n          constitute at least a majority of the Board; provided, however, that\n          any individual becoming a director subsequent to November 1, 1989\n          whose election, or nomination for election by the Parent's\n          shareholders, was approved by a vote of at least a majority of the\n          directors then comprising the Incumbent Board shall be considered as\n          though such individual were a member of the Incumbent Board, but\n          excluding, for this purpose, any such individual whose initial\n          assumption of office occurs as a result of an actual or threatened\n          election contest with respect to the election or removal of directors\n          or other actual or threatened solicitation of proxies or consents by\n          or on behalf of a Person other than the Board; or\n\n     (c)  Approval by the shareholders of the Parent of a reorganization,\n          merger, share exchange or consolidation (a \"Business Combination\"), in\n          each case, unless, following such Business Combination, (i) all or\n\n                                       12\n\n \n          substantially all of the individuals and entities who were the\n          beneficial owners, respectively, of the Outstanding Parent Common\n          Stock and Outstanding Parent Voting Securities immediately prior to\n          such Business Combination beneficially own, directly or indirectly,\n          more than 80% of, respectively, the then outstanding shares of common\n          stock and the combined voting power of the then outstanding voting\n          securities entitled to vote generally in the election of directors, as\n          the case may be, of the corporation resulting from such Business\n          Combination (including, without limitation, a corporation which as a\n          result of such transaction owns the Parent through one or more\n          subsidiaries) in substantially the same proportions as their\n          ownership, immediately prior to such Business Combination of the\n          Outstanding Parent Common Stock and Outstanding Parent Voting\n          Securities, as the case may be, (ii) no Person (excluding any employee\n          benefit plan (or related trust) of the Parent or such corporation\n          resulting from such Business Combination) beneficially owns, directly\n          or indirectly, 20% or more of, respectively, the then outstanding\n          shares of common stock of the combined voting power of the then\n          outstanding voting securities of such corporation except to the extent\n          that such ownership existed prior to the Business Combination and\n          (iii) at least a majority of the members of the board of directors of\n          the corporation resulting from such Business Combination were members\n          of the Incumbent Board at the time of the execution of the initial\n          agreement, or of the action of the Board, providing for such Business\n          Combination; or\n\n     (d)  Approval by the shareholders of the Parent of (i) a complete\n          liquidation or dissolution of the Parent or (ii) the sale or other\n          disposition of all or substantially all of the assets of the Parent,\n          other than to a corporation, with respect to which following such sale\n          or other disposition, (A) more than 80% of, respectively, the then\n          outstanding shares of common stock of such corporation and the\n          combined voting power of the then outstanding voting securities of\n          such corporation entitled to vote generally in the election of\n          directors is then beneficially owned, directly or indirectly, by all\n          or substantially all of the individuals and entities who were the\n          beneficial owners, respectively, of the Outstanding Parent Common\n          Stock and Outstanding Parent Voting Securities immediately prior to\n          such sale or other disposition in substantially the same proportion as\n          their ownership, immediately prior to such sale or other disposition,\n          of the Outstanding Parent Common Stock and Outstanding\n\n                                       13\n\n \n          Parent voting Securities, as the case may be, (B) less than 20% of,\n          respectively, the then outstanding shares of common stock of such\n          corporation and the combined voting power of the then outstanding\n          voting securities of such corporation entitled to vote generally in\n          the election of directors is then beneficially owned, directly or\n          indirectly, by any Person (excluding any employee benefit plan (or\n          related trust) of the Parent or such corporation), except to the\n          extent that such Person owned 20% or more of the Outstanding Parent\n          Common Stock or Outstanding Parent Voting Securities prior to the sale\n          or disposition and (C) at least a majority of the members of the board\n          of directors of such corporation were members of the Incumbent Board\n          at the time of the execution of the initial agreement, or of the\n          action of the Board, providing for such sale or other disposition of\n          assets of the Parent or were elected, appointed or nominated by the\n          Board.\n\n     8.2. Effect of Change of Control. Notwithstanding any other provisions of\n          ---------------------------                                         \nthe Plan to the contrary, in the event of a Change of Control, each Participant\nshall immediately be fully vested in the amounts credited to his Account under\nSection 3 of the Plan and any benefits accrued under Section 4 of the Plan\nthrough the date of the Change of Control, and each Participant (or his\nbeneficiary) shall be paid a lump sum payment in cash within 30 days of the\nChange of Control equal to the amounts credited to his Account under Section 3\nand the actuarially determined present value of his accrued benefits under\nSection 4. For purposes of the foregoing sentence, the calculation of the lump\nsum payment of the benefit accrued under Section 4 shall be based upon the same\nactuarial factors and adjustments used under the Retirement Plan for purposes of\nlump sum payments as in effect immediately prior to the Change of Control.\n\n                                       14\n\n \n                                   APPENDIX A\n\n                             Index of Defined Terms\n                             ----------------------\n                                        \nSection\nWhere      Defined\nDefined    Term\n-------    ----\n\n3.2        Account\n3.5        Accounting Date\n5.3        Beneficiary\n8.1        Business Combination\n8.1        Change of Control\n1.1        Code\n1.1        Company\n1.1        Committee\n3.5        Earnings Equivalents\n1.1        Effective Date\n1.1        Employers\n1.1        ERISA\n1.1        Excess Plan\n8.1        Exchange Act\n3.5        General Foods Plan\n8.1        Incumbent Board\n1.1        Management Plan\n8.1        Outstanding Parent Common Stock\n8.1        Outstanding Parent Voting Securities\n8.1        Parent\n2.1        Participant\n8.1        Person\n1.1        Plan\n1.2        Plan Year\n3.2        Prior Plan\n4.1        Retirement Plan\n3.1        Thrift Plan\n\n \n                                   APPENDIX B\n\n                         Former Dart Industries Pilots\n                         -----------------------------\n                                        \n                                  Tracy Gilman\n                                Gordon Robinson\n                                 Philip Schultz\n                                 Hartley Smith\n\n \n                                FIRST AMENDMENT\n                                      TO\n                KRAFT FOODS, INC. SUPPLEMENTAL BENEFITS PLAN I\n                      (As Amended and Restated Effective\n                            as of January 1, 1996)\n                            ----------------------\n\n\n     The Kraft Foods, Inc. Supplemental Benefits Plan I (as Amended and Restated\nEffective as of January 1, 1996) (the \"Plan\")is hereby amended by adding the\nfollowing new supplement to the Plan, effective as of January 1, 1996:\n\n\n                                 \"SUPPLEMENT A\n                                       TO\n                 KRAFT FOODS, INC. SUPPLEMENTAL BENEFITS PLAN I\n                 ----------------------------------------------\n\n                            (As Amended and Restated\n                        Effective As of January 1, 1996)\n\n            Calculation of Benefits For Former Foodservice Employees\n            --------------------------------------------------------\n\n\n     A-1. Purpose.  The purpose of this Supplement A is to specify the\n          -------                                                     \nprocedures to be used to compute benefits payable from the Kraft Foods, Inc.\nSupplemental Benefits Plan I for former employees of Kraft Foodservice, Inc.\n(\"Foodservice\") who were transferred to Alliant Foodservice, Inc. (\"Alliant\") in\nconnection with the Company's sale of its food service business in 1995.\n\n     A-2. Background. As a part of the Foodservice sale agreement with Alliant,\n          ----------                                                           \nKraft generally agreed to provide benefits under its nonqualified supplemental\nbenefits plans to Foodservice  employees who were participants in such plans as\nof February 13, 1995, the Closing Date of the sale, as though such employees had\ncontinued to be Foodservice employees earning benefits under such plans through\nthe second anniversary of such closing date.\n\n     A-3. The Eligible Group.  Former Foodservice employees who were transferred\n          ------------------                                                    \nto Alliant on the Closing Date who were participants in the Plan as of the\nClosing Date.\n\n     A-4. Amount of Supplemental Benefit.  The benefit payable to a Participant\n          ------------------------------                                       \ndescribed in paragraph A-3 will be determined in accordance with the following\ninstead of the normal provisions of the Plan:\n     (a)  if any such Participant terminates employment with Alliant (and is not\n          rehired by Alliant prior to payment under this Plan) on or before\n          February 13, 1997, such Participant's benefit will be determined under\n          the normal rules of the Alliant Nonqualified Plan.  \"Alliant\n          Nonqualified Plan\" means an unfunded deferred \n\n                                      -1-\n\n \n          compensation arrangement sponsored by Alliant that provides a benefit\n          equal to the difference between (i) the amount actually payable from\n          the qualified pension plan sponsored by Alliant to which assets and\n          liabilities were transferred in connection with the Foodservice sale\n          from the Kraft Foods Retirement Plan (the \"Alliant Pension Plan\") and\n          (ii) the amount that would have been payable from the Alliant Pension\n          Plan without application of the limits under sections 415 and\n          401(a)(17) of the Internal Revenue Code of 1986, as amended (the\n          \"Code\"); and\n\n     (b)  if the Participant terminates employment with Alliant after February\n          13, 1997, the supplemental benefit under this Plan will be calculated\n          by multiplying the actual non-qualified benefit payable at\n          commencement determined in accordance with paragraph (a) above by the\n          ratio of (i) the age 65 accrued retirement benefit calculated as of\n          December 13, 1997 under the Kraft Foods Retirement Plan, using the\n          GATT interest rate assumption, without regard to the aforementioned\n          statutory limits to (ii) the age 65 accrued retirement benefit under\n          the Alliant Pension Plan calculated as of the employee's date of\n          termination from Alliant without regard to the aforementioned\n          statutory limits.\n\n      The following example illustrates the foregoing provisions of paragraph\n      (b):\n \n           Unlimited age 65 benefit at\n           February 13, 1997: $140,000\n \n           Unlimited age 65 accrued benefit at\n           termination of employment:   $200,000\n \n           Total non-qualified benefit at\n           benefit commencement:   $20,000\n \n           Kraft portion of the    $20,000 x $140,000 = $14,000\n                                             --------\n           non-qualified benefit:  $200,000\n \n           Alliant portion of the\n           non-qualified benefit:  $20,000 - $14,000 = $6,000\n\n      In the event Alliant changes the Alliant Pension Plan to a defined lump\n      sum pension plan, the following example will govern:\n\n           Unlimited age 65 benefit at 2\/13\/97:  $60,000\n\n           Unlimited age 65 accrued benefit at termination of employment\n           ($720,000 lump sum divided by a deferred to age \n\n \n           65 factor using GATT mortality and interest rate -- a factor of 5.00\n           is used at age 57):   $144,000\n \n           Total non-qualified benefit at benefit\n           commencement (lump sum):     $180,000\n \n           Kraft portion of   $180,000 x $ 60,000 = $75,000\n                                         --------\n           non-qualified benefit:  $144,000\n \n           Alliant portion of the\n           non-qualified benefit:  $180,000 - $75,000 = $105,000\n \n\n     A-5.  Responsibility for Calculation.  Alliant will be responsible for\n           ------------------------------                                  \ncalculating the unlimited age 65 accrued benefit at termination of employment,\nthe total non-qualified benefit payable at commencement and both the Kraft and\nAlliant portions of the non-qualified benefit.  Kraft will review the\ncalculations.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8003],"corporate_contracts_industries":[9424],"corporate_contracts_types":[9539,9550],"class_list":["post-40645","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kraft-foods-inc","corporate_contracts_industries-food__diversified","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40645","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40645"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40645"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40645"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40645"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}