{"id":40646,"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-ii-kraft-foods-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-benefits-plan-ii-kraft-foods-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-benefits-plan-ii-kraft-foods-inc.html","title":{"rendered":"Supplemental Benefits Plan II &#8211; Kraft Foods Inc."},"content":{"rendered":"<pre> \n                               KRAFT FOODS, INC.\n                         SUPPLEMENTAL BENEFITS PLAN II\n                         -----------------------------\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........................................   2\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..........................   4\n\nSECTION 3 - Supplemental Retirement Plan Benefits....................   4\n     3.1.   Benefit Amount...........................................   4\n     3.2.   Supplemental Retirement Plan Benefits\n            Attributable to Special Compensation Amounts.............   4\n     3.3.   Pilots Pension Benefits..................................   5\n     3.4.   Special Pension Benefits.................................   5\n     3.5.   Nonduplication of Supplemental Benefit Plan Amounts......   5\n\nSECTION 4 - Vesting and Payment of Plan Benefits.....................   5\n     4.1.   Vesting..................................................   5\n     4.2.   Payment of Plan Benefits to Participants.................   5\n     4.3.   Payment of Plan Benefits to Beneficiaries................   6\n     4.4.   Facility of Payment......................................   6\n     4.5.   Benefits May Not Be Assigned or Alienated................   6\n     4.6.   Tax Liability............................................   6\n     4.7.   Committee Discretion to Accelerate.......................   7\n\nSECTION 5 - Administration...........................................   7\n     5.1.   Committee Membership and Authority.......................   7\n     5.2.   Allocation and Delegation of Committee\n            Responsibilities and Powers..............................   8\n     5.3.   Information to be Furnished to Committee.................   8\n     5.4.   Committee's Decision Final...............................   8\n\nSECTION 6 - Amendment and Termination................................   8\n     6.1.   Amendment and Termination................................   8\n     6.2.   Merger...................................................   9\n\nSECTION 7 - Change of Control........................................   9\n     7.1.   Definition...............................................   9\n     7.2.   Effect of Change of Control..............................  11\n\n                                       i\n\n \n                               KRAFT FOODS, INC.\n                         SUPPLEMENTAL BENEFITS PLAN II\n                         -----------------------------\n\n                       (Effective as of January 1, 1996)\n\n                                   SECTION I\n                                   ---------\n                                        \n                                    General\n                                    -------\n                                        \n     1.1. History, Purpose and Effective Date. Kraft Foods, Inc., a Delaware\n          -----------------------------------\ncorporation (the \"Company\"), has established Kraft Foods, Inc. Supplemental\nBenefits Plan II (the \"Plan\") to enable the eligible employees of the Employers\n(as defined below) to receive retirement income and other benefits in addition\nto the retirement income and other benefits payable under the qualified plans of\nthe Employer. The \"Effective Date\" of the Plan is January 1, 1996. The benefits\npayable under the Plan include certain benefits that were part of the Kraft\nFoods, Inc. Supplemental Benefits Plan (as in effect immediately prior to the\nEffective Date) but that do not constitute retirement income from a plan,\nprogram or arrangement described in section 114 (b) (1) (I) (ii) of chapter 4 of\nTitle 4, United States Code. The Company and any of its subsidiaries that adopts\nthe Plan with the consent of the Company's Management Committee for Employee\nBenefits (the \"Committee\") are referred to below collectively as the \"Employers\"\nand individually as an \"Employer\". The Plan is not intended to qualify under\nsection 401 (a) of the Internal Revenue Code of 1986, as amended (the \"Code\"),\nor be subject to Parts 2, 3 or 4 of Title I of the Employee Retirement Income\nSecurity Act of 1974, as amended (\"ERISA\"). For purposes of applying Title I of\nERISA, the Plan constitutes a plan maintained primarily for the purpose of\nproviding deferred compensation for a select group of management or highly\ncompensated employees within the meaning of section 301 (a) (3) of ERISA.\n\n     1.2. Plan Administration; Plan Year. The Plan shall be administered by the\n          ------------------------------\nCommittee, as more fully described in Section 5. 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\n\n \nany Employer or to any investment reserves, accounts or funds that an Employer\nmay purchase, establish or accumulate to aid in providing the benefits under the\nPlan. Nothing contained in the Plan and no action taken pursuant to its\nprovisions, shall create a trust or fiduciary relationship of any kind between\nan Employer and an employee or any other person. Neither an employee or\nbeneficiary of an employee shall acquire any interest greater than that of an\nunsecured 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 Illinois to the extent that\nsuch laws are not preempted by the laws of the United 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\n\n                                       2\n\n \ndelivered or mailed by registered mail, postage prepaid, to the Committee (or\nits delegate), in care of the Company, at its principal executive offices. Any\nnotice required under the Plan 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. Subject to the conditions and limitations of the Plan,\n          -------------\neach employee of an Employer will automatically be enrolled in and become a\n\"Participant\" in the Plan on the first day on or after the Effective Date upon\nwhich he satisfies the following requirements:\n\n     (a)  he is in a select group of management or highly compensated employees;\n          and\n\n     (b)  (i) he is a participant in the Kraft Foods Retirement Plan or the\n              Kraft Foods Hourly Retirement Plan (collectively, the \"Retirement\n              Plan\") and his benefits under the Retirement Plan are limited\n              because the Retirement Plan does not take into account as\n              compensation his Annual Performance Award or the amount of any\n              nonqualified compensation deferrals; or\n\n         (ii) he is a former Dart Industries pilot identified in Appendix B; or\n\n        (iii) he has become entitled to any of the special benefits described in\n              subsection 3.4.\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 Retirement Plan Benefits\n                     -------------------------------------\n                                        \n     3.1. Benefit Amount. A Participant in the Plan shall be entitled to\n          --------------                                                \nsupplemental Retirement Plan benefits payable from this Plan in the amounts\ndescribed in subsections 3.2, 3.3 and 3.4, as applicable, subject to the\nconditions and limitations of the Plan including those provisions set forth in\nsubsection 3.5.\n\n     3.2. Supplemental Retirement Plan Benefits Attributable to Special\n          -------------------------------------------------------------\nCompensation Amounts. A Participant described in subparagraph 2. 1 (b) (i) shall\n--------------------                                                            \nbe eligible for a supplemental Retirement Plan benefit payable under the Plan in\nan 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 his Retirement Plan benefit were determined\n          without regard to the compensation limitations of section 401 (a) (17)\n          of the Code and without regard to the limitations imposed by section\n          415 of the Code, and if the Retirement Plan included as compensation\n          all Annual Performance Awards and any nonqualified compensation\n          deferrals,\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, and\n\n                               FURTHER REDUCED BY\n                               ------------------\n                                        \n     (c)  the amount of the benefit payable to or on account of the individual\n          under subsection 4.2 of Kraft Foods, Inc. Supplemental Benefits Plan I\n          (\"Plan I\").\n\n     3.3. Pilots Pension Benefits. A Participant described in subparagraph\n          -----------------------                                         \n2.1(b)(ii) whose employment with an Employer terminates on or after attaining\nage 60 shall be eligible for a pension benefit payable under the Plan in an\namount equal to:\n\n     (a)  the amount of the Retirement Benefit (as defined in the Retirement\n          Plan), expressed in the form of the benefit the Participant is\n          actually receiving under the Retirement Plan, that the Participant\n          would have\n\n                                       4\n\n \n          been entitled to receive under the Retirement Plan, if such benefit\n          were determined without regard to any actuarial reductions thereunder\n          due to his benefit commencement prior to attaining age 65;\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 Participant.\n\n     3.4. Special Pension Benefits. If under the terms of any employment or\n          ------------------------                                         \nincentive agreement or other contractual obligation of an Employer any\nParticipant is entitled to additional service credit, early retirement\nsubsidies, an enhanced pension formula or any other additional retirement plan\namounts that are not payable from the Retirement Plan or from Plan I, such\nadditional retirement amounts shall be payable from this Plan in the amount\ndetermined by the Committee.\n\n     3.5. Nonduplication of Supplemental Benefit Plan Amounts. The provisions of\n          ---------------------------------------------------\nthis Plan are intended to be coordinated with the provisions of Plan I and are\nnot intended to duplicate any of the benefits provided thereunder. To the\nextent, if any, that any portion of a Participant's nonqualified retirement\nbenefits payable from the Company or any other Employer could be provided from\nboth this Plan and from Plan I, the portion of such benefit amount otherwise\npayable from this Plan shall be reduced by the portion of such benefit that is\npayable from Plan I.\n\n                                   SECTION 4\n                                   ---------\n                                        \n                      Vesting and Payment of Plan Benefits\n                      ------------------------------------\n                                        \n     4.1. Vesting. A Participant shall become vested and have a nonforfeitable\n          -------                                                             \ninterest in his benefits under the Plan when and to the extent that his accrued\nbenefit under the Retirement Plan becomes vested and nonforfeitable.\nNotwithstanding the foregoing provisions of this subsection 4.1, 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     4.2. Payment of Plan Benefits to Participants. Except as provided by the\n          ----------------------------------------                           \nfollowing provisions of this paragraph, a Participant's vested benefits under\nthe Plan will be paid to him in the same form, on the same dates and for the\nsame period during which benefits are payable to him under the Retirement Plan;\nprovided, however, that no benefits under the Plan shall be\n\n                                       5\n\n \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 Retirement Plan.\n\n     4.3. Payment of Plan Benefits to Beneficiaries. If a Participant dies\n          -----------------------------------------                       \nbefore he has commenced the payment of vested benefits accrued under the Plan,\nhis Beneficiary shall receive such death benefits or preretirement surviving\nspouse benefits, if any, as would be provided under the Retirement Plan,\ncalculated and paid in the same form and manner as under the Retirement Plan. If\na Participant dies after he has commenced the payment of benefits accrued under\nthe Plan, there are no death benefits payable under the Plan except as may be\nprovided under the distribution method applicable to such benefits in accordance\nwith subsection 4.2. For purposes of this Plan, a Participant's \"Beneficiary\"\nwith respect to benefits payable under the Plan shall be the same person or\npersons as his beneficiary determined under the terms of the Retirement Plan\nprovided, however, that each Participant may designate in writing any legal or\nnatural person or persons as Beneficiary of any benefits payable under the Plan\nafter his death. A Beneficiary designation made with respect to benefits payable\nunder the Plan will be effective only after it is filed in writing with the\nCommittee or its delegate while the Participant is alive and will cancel all\nbeneficiary designation forms filed earlier.\n\n     4.4. 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     4.5. 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     4.6. 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     4.7. 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\n\n                                       6\n\n \nthe Committee determines that such acceleration is in the best interests of the\nEmployers because of changes in tax laws or accounting principles, Department of\nLabor regulations, or any other reason which negates or diminishes the continued\nvalue of the Plan to any Employer or Participant. The amount distributed\npursuant to this subsection 4.7 will be paid in the form of a lump sum.\n\n                                   SECTION 5\n                                   ---------\n\n                                 Administration\n                                 --------------\n                                        \n     5.1. 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 5, 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\n\n                                       7\n\n \n          considers necessary or desirable to discharge its 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     5.2. 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\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     5.3. 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     5.4. 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 6\n                                   ---------\n\n                           Amendment and Termination\n                           -------------------------\n                                        \n     6.1. 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\n\n                                       8\n\n \n          would be entitled in accordance with the provisions of the Plan if the\n          employee terminated employment immediately prior to the date of the\n          amendment or termination, as the case may be.\n\n     6.2. 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                                   SECTION 7\n                                   ---------\n                                        \n                               Change of Control\n                               -----------------\n                                        \n     7.1. 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 7.1;\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\n                                       9\n\n \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          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\n\n                                       10\n\n \n          of the then outstanding voting securities of such corporation entitled\n          to vote generally in the election of directors is then beneficially\n          owned, directly or indirectly, by all or substantially all of the\n          individuals and entities who were the beneficial owners, respectively,\n          of the Outstanding Parent Common Stock and Outstanding Parent Voting\n          Securities immediately prior to such sale or other disposition in\n          substantially the same proportion as their ownership, immediately\n          prior to such sale or other disposition, of the Outstanding Parent\n          Common Stock and Outstanding Parent Voting Securities, as the case may\n          be, (B) less than 20% of, respectively, the then outstanding shares of\n          common stock of such corporation and the combined voting power of the\n          then outstanding voting securities of such corporation entitled to\n          vote generally in the election of directors is then beneficially\n          owned, directly or indirectly, by any Person (excluding any employee\n          benefit plan (or related trust) of the Parent or such corporation),\n          except to the extent that such Person owned 20% or more of the\n          Outstanding Parent Common Stock or Outstanding Parent Voting\n          Securities prior to the sale or disposition and (C) at least a\n          majority of the members of the board of directors of such corporation\n          were members of the Incumbent Board at the time of the execution of\n          the initial agreement, or of the action of the Board, providing for\n          such sale or other disposition of assets of the Parent or were\n          elected, appointed or nominated by the Board.\n\n     7.2. 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 any benefits accrued under the Plan through\nthe date of the Change of Control, and each Participant (or his beneficiary)\nshall be paid a lump sum payment in cash within 30 days of the Change of Control\nequal to the actuarially determined present value of his accrued benefits under\nSection 3. For purposes of the foregoing sentence, the calculation of the lump\nsum payment of the benefits accrued under Section 3 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                                       11\n\n \n                                  APPENDIX A\n\n                            Index of Defined Terms\n                            ----------------------\n\nSection\nWhere           Defined\nDefined         Term\n-------         -------\n\n4.3             Beneficiary\n7.1             Business Combination\n7.1             Change of Control\n1.1             Code\n1.1             Company\n1.1             Committee\n1.1             Effective Date\n1.1             Employers\n1.1             ERISA\n7.1             Exchange Act\n7.1             Incumbent Board\n7.1             Outstanding Parent Common Stock\n7.1             Outstanding Parent Voting Securities\n7.1             Parent\n2.1             Participant\n7.1             Person\n1.1             Plan\n3.2             Plan I\n1.2             Plan Year\n2.1             Retirement 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<\/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":[9539,9542],"class_list":["post-40646","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40646","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=40646"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40646"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40646"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40646"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}