Exhibit 10.15
Kraft Foods Inc.
2001 Compensation Plan for
Non-Employee Directors
(as amended and restated
effective December 31, 2008)
SECTION 1. Purpose;
Definitions
The purpose of the Plan is to afford
each Non-Employee Director the option to elect to defer the receipt
of all or part of his or her Compensation until such future date as
he or she may elect pursuant to the terms and conditions of the
Plan.
For purposes of the Plan, the
following terms are defined as set forth below:
a. “Allocation
Date” means any
date on which an amount representing all or part of a
Participant’s Compensation is to be credited to his or her
Deferred Fee Account pursuant to a Deferral Election. The
Allocation Date for the Retainer Fee and for Meeting Fees shall be
the last day of each calendar quarter.
b.
“Beneficiary” means any person or entity designated as such in
an Election Form submitted to the Secretary of the Company. If a
Participant has not made a valid designation of a Beneficiary on an
Election Form submitted to the Secretary of the Company, or if no
designated Beneficiary survives the Participant, the Beneficiary is
the Participant’s estate.
c.
“Board” means the Board of Directors of the
Company.
d.
“Code” means the Internal Revenue Code of 1986, as
amended from time to time, and the rules and regulations
thereunder.
e. “Common
Stock” means
the common stock of the Company.
f.
“Company” means Kraft Foods Inc., a corporation organized
under the laws of the Commonwealth of Virginia, or any successor
corporation.
g.
“Compensation” means the Retainer Fee and the Meeting Fees
payable by the Company to each Participant.
h. “Deferral
Election” means
the election by a Participant on an Election Form to defer the
payment of all or a part of his or her Compensation to be earned
and payable after the applicable effective date set forth in
Sections 2.1.1 or 2.1.2.
i. “Deferred
Amount” means
the amount of Compensation (determined as a percentage of the
Retainer Fee and the Meeting Fees) subject to a Deferral Election
submitted to the Secretary of the Company.
j. “Deferred Fee
Account” means
an unfunded deferred compensation account established by the
Company on behalf of each Non-Employee Director who makes
a
Deferral Election. The Company may establish
more than one Deferred Fee Account on behalf of any Non-Employee
Director who submits a Modified Election Form in accordance with
Section 2.3.2 to modify his or her election as to the
Distribution Date with respect to Compensation to be paid for
services performed thereafter. Each Deferred Fee Account shall
consist of one or more Subaccounts established in accordance with
Section 2.2.2.
k. “Deferred Fee
Program” means
the program established under the provisions of the Plan that
permit Participants to defer all or part of their
Compensation.
l.
“Disability” means permanent and total disability as
determined under procedures established by the Board for purposes
of the Deferred Fee Program.
m. “Distribution
Date” means the
date designated by a Participant on an Election Form in accordance
with Sections 2.3.1 and 2.3.2 for the payment or commencement of
payment of amounts credited to a Deferred Fee Account.
n. “Election
Date” means the
date an Election Form is received by the Secretary of the
Company.
o. “Election
Form” means an
Initial Election Form or Modified Election Form completed and
executed by the Participant. An “Initial Election Form”
means the first Election Form that the Participant submits to the
Secretary of the Company pursuant to Section 2.1.1. A
“Modified Election Form” means an Election Form that
the Participant submits to the Secretary of the Company pursuant to
Section 2.1.2, 2.1.3, 2.1.4, 2.2.4, and 2.3.2 to modify in
whole or in part an Initial Election Form or to modify in whole or
in part a Modified Election Form previously submitted to the
Secretary of the Company.
p. “Exchange
Act” means the
Securities Exchange Act of 1934, as amended from time to time and
the rules and regulations thereunder.
q. “Extraordinary
Distribution Request Date” means the date an Extraordinary Distribution
Request Form is received by the Secretary of the
Company.
r. “Extraordinary
Distribution Request Form” means the Extraordinary Distribution Request
Form completed and executed by a Participant and submitted to the
Secretary of the Company or Beneficiary who wishes to request an
extraordinary distribution of amounts credited to a Deferred Fee
Account in accordance with Section 2.3.3.
s.
“Fund” means any one of the investment vehicles in
which the trust fund established under the trust agreement, as
amended from time to time, entered into by the Company (or its
delegate) in connection with the Profit-Sharing Plan, is
invested.
t. “Kraft Stock Fund
Subaccount” means the Subaccount with its value based on the
Kraft Foods Stock Fund of the Profit-Sharing Plan.
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u. “Meeting Fees”
means the portion of a
Participant’s Compensation that is based upon his or her
attendance at Board meetings and meetings of committees of the
Board.
v. “Non-Employee
Director” means
each member of the Board who is not a full-time employee of the
Company (or of any Corporation that owns, directly or indirectly,
stock possessing at least fifty percent (50%) of the total
combined voting power of all classes of stock entitled to vote in
the election of the Board or of any corporation in which the
Company owns, directly or indirectly, stock possessing at least
fifty percent (50%) of the total combined voting power of all
classes of stock entitled to vote in the election of directors in
such corporation). A “Non-Employee Director” does not
include a Director Emeritus of the Company.
w.
“Participant” means a Non-Employee Director who elects to make
a Deferral Election; provided, however, that a Participant shall
also include a person who was, but is no longer, a Non-Employee
Director as long as a Deferred Fee Account is being maintained for
his or her benefit.
x.
“Plan” means this Kraft Foods Inc. 2001 Compensation
Plan for Non-Employee Directors, as amended from time to
time.
y. “Profit-Sharing
Plan” means the
Kraft Foods Thrift Plan, as amended from time to time.
z. “Retainer
Fee” means the
portion of a Participant’s Compensation that is fixed and
paid without regard to his or her attendance at meetings of the
Board or any committee of the Board, including any additional
amount paid to a chairman of a committee but shall not include
awards of Common Stock, stock options or other noncash compensation
paid to a Non-Employee Director.
aa.
“Subaccount” means one of the bookkeeping accounts
established within a Deferred Fee Account in accordance with
Section 2.2.2.
bb. “Transfer Election
Date” means the
date set forth on a Transfer Form.
cc. “Transfer
Form” means a
Transfer Election Form completed and executed by a Participant or
Beneficiary in accordance with Section 2.2.5.
SECTION 2. Deferred Fee
Program
2.1 Participation
2.1.1 Deferral
Elections
A Non-Employee Director may make a
Deferral Election by submitting an Initial Election Form to the
Secretary of the Company. Each Non-Employee Director who makes a
Deferral Election shall become a Participant in the Deferred Fee
Program.
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Any Deferral Election relating to Retainer Fees
shall be in integral multiples of twenty-five percent (25%) of
the Retainer Fee. Any Deferral Election relating to Meeting Fees
shall be one hundred percent (100%) of the Meeting Fees for
the year for which the election is effective.
The Participant shall indicate on
the Initial Election Form:
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a.
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the percentage
of the Retainer Fee that he or she wishes to defer and whether
Meeting Fees are to be deferred;
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b.
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the
Distribution Date;
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c.
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whether
distributions are to be in lump sum, in installments or a
combination thereof;
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d.
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the
Participant’s Beneficiary or Beneficiaries; and
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e.
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the Subaccounts
to which the Deferred Amount is to be allocated.
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A Deferral Election submitted on an
Initial Election Form shall become effective with respect to a
Participant’s Retainer Fee and Meeting Fees for services
performed on and after the first day of the calendar year following
the Election Date of such Initial Election Form. In the case of a
newly eligible Participant, however, a Deferral Election may be
made no later than 30 days after first becoming eligible for this
Plan and any other plan required to be aggregated with this Plan
under Code section 409A and the regulations and other guidance
thereunder and shall not be effective with respect to Compensation
to which the Participant becomes entitled as a result of services
performed on or before the Election Date.
A Deferral Election shall remain in
effect with respect to all future Compensation until a new Deferral
Election made by the Participant on a Modified Election Form in
accordance with Section 2.1.2 or Section 2.1.3 becomes
effective.
2.1.2 Change of Deferral
Election.
A Participant may change his or her
Deferral Election with respect to Compensation for services
performed and payable in a subsequent calendar year by submitting a
Modified Election Form to the Secretary of the Company.
A Deferral Election to increase or
decease the amount of future Compensation to be deferred shall
become effective on and after the first day of the calendar year
following the Election Date.
2.1.3 Cessation of
De
