SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/24/17 Kellogg Co 8-K:5,9 2/17/17 3:109K Workiva Inc Wde… FA01/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 20K 2: EX-10.1 Material Contract HTML 21K 3: EX-10.2 Material Contract HTML 23K
Exhibit |
1. | Type of Award: Restricted Stock Units (“RSU”) are granted to
participants upon the approval of the Compensation and Talent Management Committee of the Board of Directors of Kellogg Company (the “Committee”). This RSU award will be forfeited if the participant is terminated, retired, on long-term disability, on a severance leave of absence or otherwise not an active employee on the date of grant. Employees who receive and accept an RSU grant are participants in the Kellogg Company 2013 Long-Term Incentive Plan “the Plan”). |
2. | Vesting: RSUs become unrestricted and no longer subject to forfeiture and will fully vest on the third anniversary of the grant date. Participants will immediately forfeit any non-vested RSUs upon termination of employment with
the Company, including any of its subsidiaries, for any reason other than death, Disability, Retirement or Change of Control (as those terms are defined in the Kellogg Company 2013 Long-Term Incentive Plan (the “Plan”). In the case of a participant’s, death, Disability or Retirement, RSUs will partially vest. Vesting in those cases will be pro-rated based on the number of days the participant was actively employed during the vesting period. |
3. | Change of Control: Notwithstanding the above, in the event of a Change of Control,
all outstanding RSUs will fully vest immediately as of the Change of Control and will be considered fully earned and will be payable promptly as practicable following the Change of Control if the grants have not been assumed or replaced by a Substitute Award, as defined below. |
4. | Non-solicitation:
As a condition for receipt of this Award, and in consideration of the compensation and benefits provided pursuant to this Award, the sufficiency of which is hereby acknowledged, acceptance of this Award is agreement by the participant that during the participant’s active employment and thereafter for a period of two years, the participant shall not, without the prior written consent of the Chief Legal Officer, directly or indirectly employ, or solicit the employment of (whether as a participant, officer, director, agent, consultant or independent contractor) any person who is or was an officer, director, representative, agent or participant of the Company, including any of its subsidiaries, at any time during the two year period prior to the participant’s last day of employment. |
5. | Non-Disparagement
of the Company: As a condition for receipt of this Award, and in consideration of the compensation and benefits provided pursuant to this Award, the sufficiency of which is hereby acknowledged, acceptance of this Award is agreement by the participant that during the term of the participant’s active employment and thereafter, the participant will not engage in any form of conduct or make any statements or representations that disparage, portray in a negative light, or otherwise impair the reputation, goodwill or commercial interests of the Company, including any of its subsidiaries, or its past, present and future subsidiaries,
divisions, affiliates, successors, officers, directors, attorneys, agents and participants. |
6. | Payment: This RSU grant will be paid, when and as vested, in shares of Kellogg Company common stock based on the applicable number of RSUs unless Kellogg Company determines otherwise (see 'Tax and Legal Issues' below). Until the time of vesting, no shares of common stock will be issued for the RSUs. |
7. | Dividends: Dividends will be not earned or
deemed earned on the RSUs. |
8. | Voting: RSUs do not give their holder any voting rights, or any other right of a holder of Kellogg Company common stock. The shares of Kellogg Company common stock that are issued for RSUs upon vesting will have voting rights. |
9. | Taxes: Taxes will be due when RSUs vest based on the Fair Market Value (as defined in the Plan) of the shares on the vesting date. This amount, considered taxable compensation,
will be included in appropriate tax forms for the participant, for example, W2 income for U.S. employees and T4 income for Canadian employees. Participants will pay withholding taxes by selling shares. Taxes include, but are not limited to, Federal or national, social insurance or FICA taxes, state and local, if applicable, and as required by local requirements. FICA taxes may be due before the vesting date for U.S. and Puerto Rico employees who are retirement eligible. |
10. | Administration: Participants will not receive stock certificates when RSUs vest. The shares of Kellogg Company common stock issued in payment for RSUs will initially be held via book entry at Merrill Lynch. Those shares will be
registered in the participant’s name. Participants can change the registration of the shares after the vesting period. Contact Merrill Lynch within in the U.S. at 1-866-866-4050 or outside the U.S. at 1-609-818-8669. |
11. | Communication: Each participant will be provided with a written confirmation of the RSU Award. Participants will also receive a notice after vesting that explains the number of shares issued as well as the number of shares to be sold to pay the withholding tax. |
12. | Disposition
at Vesting: After RSUs vest and shares are issued, participants can leave the shares with Merrill Lynch, ask Merrill Lynch to sell the shares, have a certificate issued to the participant or have the shares electronically transferred to another broker. Certain fees may apply to selling or transferring shares - contact Merrill Lynch for details. |
13. | Benefits: RSU grant or vesting income will not be included in earnings for the purposes of determining benefits, including pension, S&I, disability, life insurance and other survivor benefits (for U.S. participants). |
14. | Insiders:
Insiders cannot dispose of the shares issued after vesting without prior approval of the Legal Department. |
15. | Tax and Legal Issues: Prior to vesting, the Company reserves the right to replace RSUs granted with a cash equivalent benefit if there are any adverse tax or legal consequences for either the participant or Company related to the ownership of Kellogg Company shares (generally for participants outside North America). This Award is also otherwise subject to the terms and conditions of the Plan, which prevail in the event of any inconsistency. |
16. | Clawback:
If at any time (including after the vesting date but prior to payment) the Committee, including any person authorized pursuant to Section 3.2 of the Plan (an “Authorized Officer”), reasonably believes that a participant has committed an act of misconduct as described in this section, the Committee or an Authorized Officer may suspend the participant’s right to participate in this RSU Award pending a determination of whether an act of misconduct has been committed. If the Committee or an Authorized Officer determines that the participant has engaged in any activity that is contrary or harmful to the interest of the Company or any of its subsidiaries, including, but not limited to, (i) conduct relating to the participant’s employment for which either criminal or civil penalties against the
participant may be sought, (ii) breaching the participant’s fiduciary duty or deliberately disregarding any of the Company’s (or any of its subsidiaries’) policies or code of conduct, (iii) violating the Company’s insider trading policy, (iv) accepting employment with or serving as a consultant, advisor, or in any other capacity to an entity or person that is in competition with or acting against the interests of the Company or any of its subsidiaries, (v) directly or indirectly soliciting, hiring, or otherwise encouraging any present, former, or
future participant of the Company or any of its subsidiaries to leave the Company or any of its subsidiaries, (vi) disclosing or misusing any confidential information or material concerning the Company or any of its subsidiaries, or (vii) participating in a hostile takeover attempt of the Company, then this grant of RSU’s under the Plan and all rights thereunder shall terminate
immediately without notice effective the date on which the participant performs such act of misconduct, unless terminated sooner by operation of another term or condition of this Award or the Plan. In addition, if the Committee determines that a participant engaged in an act of fraud or intentional misconduct during the participant’s employment that caused the Company to restate all or a portion of the Company’s financial statements (“Misconduct”), the participant may be required to repay to the Company, in cash and upon demand, any payment in shares from any RSU Award made during the plan year of the misstatement. The return of RSU payments is in addition to and separate from any other relief available to the
Company due to the participant’s Misconduct. For anyone who is an executive officer for purposes of Section 16 of the Exchange Act, the determination of the Committee shall be subject to the approval of the Board of Directors of Kellogg Company. |
17. | Assignability
and Transfer: RSUs may not be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of prior to vesting, except as provided in the Plan. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Kellanova 10-K 12/30/23 143:19M Workiva Inc Wde… FA01/FA 2/21/23 Kellogg Co. 10-K 12/31/22 130:18M Workiva Inc Wde… FA01/FA 2/22/22 Kellogg Co. 10-K 1/01/22 138:21M Workiva Inc Wde… FA01/FA 2/22/21 Kellogg Co. 10-K 1/02/21 168:24M Workiva Inc Wde… FA01/FA |