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KRAFT EXECUTIVE DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT

Executive Compensation Plan Agreement

KRAFT EXECUTIVE DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT | Document Parties: KRAFT FOODS INC | Kraft Foods Global, Inc You are currently viewing:
This Executive Compensation Plan Agreement involves

KRAFT FOODS INC | Kraft Foods Global, Inc

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Title: KRAFT EXECUTIVE DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT
Date: 2/27/2009
Industry: Food Processing     Sector: Consumer/Non-Cyclical

KRAFT EXECUTIVE DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT, Parties: kraft foods inc , kraft foods global  inc
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Exhibit 10.18

KRAFT EXECUTIVE DEFERRED COMPENSATION PLAN

ADOPTION AGREEMENT

As Amended November 3, 2008


KRAFT EXECUTIVE DEFERRED COMPENSATION PLAN

ADOPTION AGREEMENT

As Amended November 3, 2008

ADOPTION OF PLAN — [Select one]

 

x

 

Adoption - The undersigned Kraft Foods Global, Inc. (the “Employer”) hereby adopts as a Nonqualified Deferred Compensation Plan for the individuals identified in Item 5 herein the form of Plan known as the Nonqualified Supplemental Deferred Compensation Plan.

NAME OF PLAN

The name of this Plan as adopted by the Employer is the Kraft Executive Deferred Compensation Plan (the “Plan”).

INDIVIDUALIZED PLAN INFORMATION

With respect to the variable features contained in the Plan, the Employer hereby makes the following selections granted under the provisions of the Plan:

1.

 

Adopting Entity . The Employer adopts the Plan as:

 

List type of business entity (corporation, partnership, controlled group of corporations, etc.) Corporation

 

List each Employer adopting the Plan and Employer Identification Number (EIN) :

 

Name of Employer:

  

Kraft Foods Global, Inc.

  

EIN:

  

36-3083135

  

Name of Employer:

  

  

EIN:

  

  

Name of Employer:

  

  

EIN:

  

  

Name of Employer:

  

  

EIN:

  

  

Name of Employer:

  

  

EIN:

  

  

 

 

(attach additional lists as necessary)

 

The adopting Employers and the Employer are referred to herein collectively as the “Employer.”

 

Select state of controlling law (see Section 10.7 of Plan Document):

 

¨

 

State of incorporation;           

 

x

 

State of domicile; Illinois

 

2


2.

 

Effective Date . The “Effective Date” of the adoption of this Plan, this Plan amendment or this Plan restatement is June 1, 2008.

3.

 

Plan Year . The “Plan Year” of the Plan shall be [select one] :

 

x

 

the calendar year.

 

¨

 

the fiscal year or other 12- month period ending on the last day of                      [specify month] .

 

¨

 

a short Plan year beginning on                     ,                      and ending on                     ,                     ; and thereafter the Plan year shall be as indicated in (a) or (b) above.

4.

 

Plan Administrator . The “Administrators” of the Plan are the Vice President Corporate Compensation and the Executive Vice President, Human Resources

 

[fill in the name(s) of the individual(s) or job title(s) or entity (such as a committee) that is (are) responsible for administration of the Plan] , and such other person(s) or entity as the Employer shall appoint from time to time. Each Administrator is authorized to independently take any action required or permitted to be taken by an Administrator under the Plan.

5.

 

Eligible Individuals . The following shall be eligible to participate in the Plan: [select all that apply – do not list individual names]:

 

x

 

A select group of management or highly-compensated Employees as designated by the Employer in the Summary Plan Description;

 

¨

 

Employee Board Members;

 

¨

 

Non-Employee Board Members;

 

¨

 

Other Service Providers (i.e., independent contractors, consultants, etc.)

 

¨

 

Employees or other Service Providers above the following Compensation threshold: [enter dollar amount] $              ;

 

¨

 

Employees with the following job titles: [enter job title(s); for example, “Vice President and above”]             

 

¨

 

Other: [enter description]             

6.

 

Eligibility Timing . Eligibility timing selected below shall apply uniformly to all Participant Deferrals (including Performance-Based Bonus Deferrals), as well as Employer Matching Contributions and Other Employer Contributions, unless otherwise indicated. If the Employer wishes to provide for separate eligibility rules for different types of Compensation (for example, Salary vs. Bonus), or for types of Contributions (for example, Employer Matching Contributions vs. Participant Deferrals), mark “Other” below and attach exhibits as necessary [select one]:

 

¨

 

Eligible immediately upon properly completed designation by the Plan administrator or Employer;

 

3


 

¨

 

Eligible after the following period of employment, Board service, etc. [enter number of days, months or years, for example, 90 days]              ;

 

x

 

Other [enter description]: Eligible immediately upon eligibility to participate in the Plan.

7.

 

Types and Amounts of Participant Deferrals [ select all that apply and enter minimum and maximum percentages in increments of one percent (for example, Salary minimum 0% maximum 100%). Note that no Deferral election can reduce a Participant’s Compensation below the amount necessary to satisfy required withholding for FICA/Medicare/income taxes, required Participant Contributions into another Employer-sponsored benefit plan such as medical insurance, 401(k) loan repayments, etc.]:

 

x

 

Salary [select one] :

 

 

x

  

percentage [minimum 0% and maximum 50%, in 10% increments only]

 

 

  

or

 

 

¨

  

fixed dollar amount [enter minimum $              ] .

 

x

 

Non-Performance-Based Bonus [select one] :

 

 

x

  

percentage [minimum 0% and maximum 100%, in 25% increments only]

 

 

  

or

 

 

¨

  

fixed dollar amount [enter minimum $              ] .

 

x

 

Annual Performance-Based Bonus: performance period from 1/1 to 12/31.

 

 

x

  

percentage [minimum 0% and maximum 100%, in 25% increments only]

 

 

  

or

 

 

¨

  

fixed dollar amount [enter minimum $              ] .

 

x

 

Performance-Based (Long-Term Incentive Plan) Bonus: performance period from 1/1/07 to 12/31/09, and subsequent performance periods as determined under the Long-Term Incentive Plan.

 

 

x

  

percentage [minimum 0% and maximum 100%, in 25% increments only]

 

 

  

or

 

 

¨

  

fixed dollar amount [enter minimum $              ] .

 

4


 

x

 

Commissions [select one] :

 

 

x

  

percentage [minimum 0% and, maximum 50%, in 10% increments only]

 

 

  

or

 

 

¨

  

fixed dollar amount [enter minimum $              ] .

 

¨

 

Board of Directors Fees/Retainer (note – should not include expense reimbursements):

 

 

¨

  

percentage [enter minimum      % and, maximum      %]

 

 

  

or

 

 

¨

  

fixed dollar amount [enter minimum $             ] .

 

¨

 

Other Service Provider Fees or other earned income from the Employer:

 

 

¨

  

percentage [enter minimum      % and, maximum      %]

 

 

  

or

 

 

¨

  

fixed dollar amount [enter minimum $             ] .

 

¨

 

401(k) Refund (amount deferred from Participant’s regular Compensation equal in value to any refund paid to Participant in that year resulting from excess deferrals in Employer’s 401(k) plan – see Subsection 2.9 of Plan document for definition.)

 

¨

 

Other [enter description]:             

8.

 

Definition of Compensation for Purposes of Making Plan Contributions [select one]:

 

¨

 

Same definition of Compensation as in Employer’s 401(k) or other applicable qualified retirement plan, earned while the Participant is an Eligible Individual, as determined by the Employer.

 

x

 

Participant’s total wages, salary, commissions, overtime, bonus, etc. for a given year which the Employer is required to report on Form W-2 or other appropriate form, (or, in the case of Other Service Providers, the Participant’s total remuneration from the Employer for a given year pursuant to the agreement to provide services to the Employer), earned while the Participant is an Eligible Individual as determined by the Employer.

 

¨

 

Other [enter description]:             

9.

 

Expiration of Participant’s Deferral Elections [select all that apply]:

 

x

 

Renewed Each Year: Participant’s Deferral Elections must be renewed each year during the open enrollment period ending no later than December 31 prior to the effective Plan year (or, in the case of Performance-Based Bonuses, no less than 6 months prior to the end of the applicable performance period).

 

5


 

 

x

  

For all types of Compensation Deferrals.

 

 

¨

  

For Salary Deferrals only — other types of Deferrals are “evergreen”.

 

 

¨

  

For Performance-Based Bonus only — other types of Deferrals are “evergreen”.

 

 

¨

  

Other: [specify]             

 

¨

 

Evergreen: Participant’s Deferral Elections will be “evergreen” (i.e., will continue indefinitely until the Participant’s Termination Date unless changed by the Participant – so each year the Participant will be deemed to have the same election in place as the prior year unless actively changed by the Participant during the open enrollment period ending no later than December 31 prior to the effective Plan year or, in the case of Performance-Based Bonuses, no less than 6 months prior to the end of the applicable performance period).

 

 

¨

  

For all types of Compensation Deferrals.

 

 

¨

  

For Salary Deferrals only — other types of Deferrals are renewed each year.

 

 

¨

  

For Performance-Based Bonus only — other types of Deferrals are renewed each year.

 

 

¨

  

Other: [specify]             

10.

 

Employer Contributions [select all that apply]: .

 

x

 

(a) No Employer Contributions.

 

¨

 

(b) Matching Contributions on all Participant Compensation Deferrals [also complete Items 11 through 14 ].

 

¨

 

(c) Matching Contributions on certain types of Compensation Deferrals (for example, Matching Contributions on Participant Performance-Based Bonus Deferrals, etc.) [attach explanation describing which types of deferrals will be matched and also complete Items 11 through 14]

 

¨

 

(d) Employer Contributions other than Matching Contributions. Employer Contributions will equal the Employer matching contributions that, but for the Participant’s deferral of Compensation under the Plan, would have been contributed to the Kraft Foods Global, Inc. Thrift Plan or the Kraft Foods Global, Inc. Supplemental Benefits Plan I on behalf of the Participant.

11.

 

Amount of Matching Contribution on Participant Compensation Deferrals . If the Employer has specified in Item 10(b) or (c) that it will make Matching Contributions on

 

6


 

behalf of Participants based on their Compensation Deferrals, such Matching Contributions will be in an amount determined as follows for the applicable period selected in Item 13 below: [Select (a), (b), (c), (d) or (e) below – if Employer has indicated in 10(c) above that Matching Contributions will be made on certain types of Participant Compensation Deferrals and if Employer wishes for different Matching formulas to be used for different types of Participant Compensation Deferrals, Employer should attach additional copies of this Item 11 completed for each type of Participant Compensation Deferral that is matched.]

 

¨

 

(a)

  

     % of the Compensation Deferrals made by each Participant during the applicable period.

 

¨

 

(b)

  

At a percentage determined from time to time in the discretion of the Employer of each Participant’s Compensation Deferrals for the applicable period (percentage should be documented in writing when determined, and such writings will form part of the plan).

 

[ Optional: If 11(a) or (b) above is selected, the Employer may also specify here that it will not match Compensation Deferrals in excess of $              or      % of each Participant’s Compensation during the applicable period — specify either a dollar amount or a whole percentage. If no limit is entered here, the assumption is that 100% of the Participant’s Compensation Deferrals will be matched at the applicable percentage.]

 

¨

 

(c)

  

     % of the portion of each Participant’s Compensation Deferral Contributions during the applicable period which does not exceed      % of the Participant’s Compensation for such period; plus      % of the portion, if any, of each Participant’s Compensation Deferral Contributions during the applicable period which exceeds      % but does not exceed      % of the Participant’s Compensation for such period.

 
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