KFT » Topics » Stock Ownership Guidelines

These excerpts taken from the KFT 10-K filed Feb 27, 2009.

Stock Ownership Guidelines

You will be required to attain and hold Company stock equal in value to $2,500,000. You will have five years from your date of employment to achieve this level of ownership. Stock held for ownership determination includes common stock held directly or indirectly, unvested restricted stock or share equivalents held in the Company’s 401(k) plan. It does not include unexercised stock option shares or unvested performance shares.

Stock Ownership Guidelines

You will be required to attain and hold Company stock equal in value to four times your base salary. You will have five years from the date of employment to achieve this level of ownership. Stock held for ownership determination includes common stock held directly or indirectly, unvested restricted stock or share equivalents held in the Company’s 401(k) plan. It does not include unexercised stock option shares.


March 10, 2008

Page 4 of 5

 

Stock Ownership Guidelines

You will be required to attain and hold Company stock equal in value to five times your base salary. You will have five years from your date of employment to achieve this level of ownership. Stock held for ownership determination includes common stock held directly or indirectly, unvested restricted stock or share equivalents held in the Company’s 401(k) plan. It does not include unexercised stock option shares.

Stock Ownership Guidelines

You will be required to attain and hold Company stock equal in value to five times your base salary. You will have five years from your date of employment to achieve this level of ownership. Stock held for ownership determination includes common stock held directly or indirectly, unvested restricted stock or share equivalents held in the Company’s 401(k) plan. It does not include unexercised stock option shares.

Stock Ownership Guidelines

SIZE="2">You will be required to attain and hold Company stock equal in value to five times your base salary. You will have five years from your date of employment to achieve this level of ownership. Stock held for ownership determination includes
common stock held directly or indirectly, unvested restricted stock or share equivalents held in the Company’s 401(k) plan. It does not include unexercised stock option shares.

FACE="Times New Roman" SIZE="2">Professional Services

You shall be reimbursed for your reasonable professional fees to complete the review of
your employment arrangements with the Company.

As a local US employee, you will be responsible for payment of actual US federal and state taxes and Social
Security, as required by law.

Kraft will provide for preparation of your tax returns for two years after you arrive in the US (i.e., US tax years 2007 and
2008) through KPMG, the Company’s current tax services provider for employees on an international assignment.

Stock Ownership Guidelines

SIZE="2">You will be required to attain and hold Company stock equal in value to five times your base salary. You will have five years from your date of employment to achieve this level of ownership. Stock held for ownership determination includes
common stock held directly or indirectly, unvested restricted stock or share equivalents held in the Company’s 401(k) plan. It does not include unexercised stock option shares.

FACE="Times New Roman" SIZE="2">Professional Services

You shall be reimbursed for your reasonable professional fees to complete the review of
your employment arrangements with the Company.

As a local US employee, you will be responsible for payment of actual US federal and state taxes and Social
Security, as required by law.

Kraft will provide for preparation of your tax returns for two years after you arrive in the US (i.e., US tax years 2007 and
2008) through KPMG, the Company’s current tax services provider for employees on an international assignment.

This excerpt taken from the KFT DEF 14A filed Mar 26, 2008.

Stock Ownership Guidelines

Kraft introduced stock ownership guidelines in 2003 to further align the interests of approximately 180 executives, including the named executive officers, with those of our shareholders. Under the guidelines, executives are expected to acquire and hold Kraft common stock in an amount equal to a multiple of their base salaries. Executives are expected to attain their ownership levels within five years of becoming eligible for this program or within three years of being promoted to a higher level within the executive ranks. We monitor stock ownership levels to assure that executives are on track to meet or exceed their stock ownership levels within the specified timeframe. Stock ownership is defined as direct ownership of Kraft common stock, including sole ownership, direct purchase plan shares, restricted shares, and accounts over which the executive has direct or indirect ownership or control. This definition does not include unexercised Kraft stock options. If an executive does not meet the guideline level in the required timeline, the Chairman and Chief Executive Officer has the flexibility to take any further action as deemed appropriate depending on the particular circumstances of the executive officer’s situation.

 

32


Table of Contents

For the named executive officers, the guidelines, as a multiple of base salary, are as follows:

 

Ms. Rosenfeld

 

Mr. Dollive

 

Mr. Khosla

 

Mr. McLevish

 

Mr. Searer

 

Mr. Vogelsang

    
12 times   4 times   5 times   6 times   6 times   5 times   

These stock ownership guidelines are generally greater than those required by companies within the Compensation Survey Group. The Committee believes that Kraft’s stock ownership levels will help increase the focus of our executives on improving total shareholder returns over time. As of December 31, 2007, Ms. Rosenfeld and Messrs. Dollive, Searer and Vogelsang had stock ownership levels at or above their respective ownership guidelines. Messrs. McLevish and Khosla joined Kraft in 2007 and are currently below their respective stock ownership level. Consistent with our policy, they each will have five years from their respective employment dates to attain their expected stock ownership levels.

This excerpt taken from the KFT 10-Q filed Nov 2, 2007.

Stock Ownership Guidelines

You will be required to attain and hold Company stock equal in value to six times your base salary. You will have five years from your date of employment to achieve this level of ownership. Stock held for ownership determination includes common stock held directly or indirectly, unvested restricted stock or share equivalents held in the Company’s 401(k) plan. It does not include unexercised stock option shares.

This excerpt taken from the KFT DEF 14A filed Mar 13, 2007.

Stock Ownership Guidelines

Stock ownership guidelines were introduced in 2003 to further align the interests of approximately 180 executives, including the named executive officers, with those of the Company’s stockholders. Under the guidelines, executives are expected to hold common stock in an amount equal to a multiple of their base salary as determined by their position in the Company by a specified deadline. An executive’s multiple can be satisfied by meeting the lesser of the specified number of shares or dollar value. Guidelines are determined using either (i) the base salary rate at the time an individual becomes an executive, or (ii) the base salary rate as of the date an executive is promoted to a higher level in the organization. The guidelines range from two to twelve times base salary. For the named executive officers, the guidelines, as a multiple of base salary, are as follows:

Ms. Rosenfeld

 

Mr. Dollive

 

Mr. Roberts

 

Mr. Searer

 

Mr. Vogelsang

12 times

 

4 times

 

5 times

 

5 times

 

5 times

 

25




Executives are expected to attain their ownership levels within five years of becoming an executive or within three years of being promoted to a higher level within the executive ranks. The Company monitors stock ownership levels to ensure that executives are on track to meet or exceed their stock ownership levels within the specified timeframe. Stock ownership is defined as direct ownership of Company common stock, including sole ownership, dividend reinvestment plan shares, restricted shares, and accounts over which the executive has direct or indirect ownership or control. This definition does not include unexercised Company stock options. If an executive does not meet the guideline level in the required timeline, the Chairman has the flexibility to take any further action as deemed appropriate depending on the particular circumstances of the executive’s situation. As of December 31, 2006, all named executive officers maintain a stock ownership level at or above their respective ownership guidelines, with the exception of Ms. Rosenfeld. Ms. Rosenfeld will have five years from her appointment as Chief Executive Officer to attain her stock ownership levels.

This excerpt taken from the KFT 10-Q filed Aug 8, 2006.

Stock Ownership Guidelines

You will be required to attain and hold Company stock equal in value to twelve times your base salary.  You will have five years from your date of employment to achieve this level of ownership.  Stock held for ownership determination includes common stock held directly or indirectly, unvested restricted stock or share equivalents held in the Company’s 401(k) plan.  It does not include unexercised stock option shares.

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