SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Kraft Heinz Co – ‘10-Q’ for 9/28/19 – ‘EX-10.2’

On:  Thursday, 10/31/19, at 4:08pm ET   ·   For:  9/28/19   ·   Accession #:  1637459-19-113   ·   File #:  1-37482

Previous ‘10-Q’:  ‘10-Q’ on 8/13/19 for 6/29/19   ·   Next:  ‘10-Q’ on 5/1/20 for 3/28/20   ·   Latest:  ‘10-Q’ on 11/1/23 for 9/30/23   ·   5 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

10/31/19  Kraft Heinz Co                    10-Q        9/28/19  130:29M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   3.76M 
 2: EX-10.2     Material Contract -- exhibit102                     HTML     51K 
 3: EX-10.3     Material Contract -- exhibit103                     HTML    204K 
 4: EX-10.4     Material Contract -- exhibit104                     HTML    215K 
 5: EX-10.5     Material Contract -- exhibit105                     HTML    197K 
 6: EX-31.1     Certification -- §302 - SOA'02 -- exhibit311        HTML     44K 
 7: EX-31.2     Certification -- §302 - SOA'02 -- exhibit312        HTML     44K 
 8: EX-32.1     Certification -- §906 - SOA'02 -- exhibit321        HTML     39K 
 9: EX-32.2     Certification -- §906 - SOA'02 -- exhibit322        HTML     39K 
58: R1          Cover Page                                          HTML     90K 
128: R2          Condensed Consolidated Statements of Income         HTML     99K  
85: R3          Condensed Consolidated Statements of Comprehensive  HTML     86K 
                Income                                                           
42: R4          Condensed Consolidated Balance Sheets               HTML    158K 
57: R5          Condensed Consolidated Balance Sheets               HTML     51K 
                (Parenthetical)                                                  
127: R6          Condensed Consolidated Statements of Equity         HTML     87K  
84: R7          Condensed Consolidated Statements of Cash Flows     HTML    137K 
44: R8          Basis of Presentation (Notes)                       HTML     45K 
56: R9          Restatement of Previously Issued Condensed          HTML    722K 
                Consolidated Financial Statements (Notes)                        
104: R10         Significant Accounting Policies (Notes)             HTML     42K  
89: R11         New Accounting Standards (Notes)                    HTML     51K 
18: R12         Acquisitions and Divestitures (Notes)               HTML     93K 
62: R13         Restructuring Activities (Notes)                    HTML    110K 
105: R14         Restricted Cash (Notes)                             HTML     47K  
90: R15         Inventories (Notes)                                 HTML     46K 
19: R16         Goodwill and Intangible Assets (Notes)              HTML    125K 
63: R17         Income Taxes (Notes)                                HTML     43K 
106: R18         Employees' Stock Incentive Plans (Notes)            HTML     64K  
88: R19         Postemployment Benefits (Notes)                     HTML    130K 
40: R20         Financial Instruments (Notes)                       HTML    337K 
53: R21         Accumulated Other Comprehensive Income/(Losses)     HTML    247K 
                (Notes)                                                          
129: R22         Venezuela - Foreign Currency and Inflation (Notes)  HTML     46K  
86: R23         Financing Arrangements (Notes)                      HTML     43K 
41: R24         Commitments, Contingencies and Debt (Notes)         HTML    103K 
54: R25         Leases (Notes)                                      HTML    158K 
130: R26         Earnings Per Share (Notes)                          HTML     72K  
87: R27         Segment Reporting (Notes)                           HTML    149K 
38: R28         Supplemental Guarantor Information (Notes)          HTML   1.04M 
55: R29         Basis of Presentation (Policies)                    HTML     53K 
61: R30         Significant Accounting Policies (Policies)          HTML     42K 
16: R31         New Accounting Standards (Policies)                 HTML     51K 
93: R32         Restatement of Previously Issued Condensed          HTML    705K 
                Consolidated Financial Statements (Tables)                       
108: R33         Acquisitions and Divestitures (Tables)              HTML     90K  
60: R34         Restructuring Activities (Tables)                   HTML    107K 
15: R35         Restricted Cash (Tables)                            HTML     48K 
92: R36         Inventories (Tables)                                HTML     48K 
107: R37         Goodwill and Intangible Assets (Tables)             HTML     96K  
59: R38         Employees' Stock Incentive Plans (Tables)           HTML     68K 
17: R39         Postemployment Benefits (Tables)                    HTML    128K 
52: R40         Financial Instruments (Tables)                      HTML    331K 
36: R41         Accumulated Other Comprehensive Income/(Losses)     HTML    252K 
                (Tables)                                                         
76: R42         Commitments, Contingencies and Debt (Tables)        HTML     71K 
120: R43         Leases (Tables)                                     HTML    115K  
51: R44         Earnings Per Share (Tables)                         HTML     71K 
35: R45         Segment Reporting (Tables)                          HTML    152K 
75: R46         Supplemental Guarantor Information (Tables)         HTML   1.04M 
119: R47         Basis of Presentation (Details)                     HTML     42K  
50: R48         Restatement of Previously Issued Condensed          HTML     50K 
                Consolidated Financial Statements Additional                     
                Information (Details)                                            
37: R49         Restatement of Previously Issued Condensed          HTML    134K 
                Consolidated Financial Statements Schedule of                    
                Restatement of Consolidated Statement of Income                  
                (Details)                                                        
28: R50         Restatement of Previously Issued Condensed          HTML    107K 
                Consolidated Financial Statements Schedule of                    
                Restatement of Consolidated Statement of                         
                Comprehensive Income (Details)                                   
71: R51         Restatement of Previously Issued Condensed          HTML    259K 
                Consolidated Financial Statements Schedule of                    
                Restatement of Consolidated Balance Sheets                       
                (Details)                                                        
109: R52         Restatement of Previously Issued Condensed          HTML    136K  
                Consolidated Financial Statements Schedule of                    
                Restatement of Consolidated Statement of Equity                  
                (Details)                                                        
94: R53         Restatement of Previously Issued Condensed          HTML    170K 
                Consolidated Financial Statements Schedule of                    
                Restatement of Consolidated Statement of Cash                    
                Flows (Details)                                                  
29: R54         New Accounting Standards Additional Information     HTML     46K 
                (Details)                                                        
72: R55         Acquisitions and Divestitures Additional            HTML    105K 
                Information (Details)                                            
110: R56         Acquisitions and Divestitures Primal Nutrition      HTML     58K  
                Purchase Price Allocation to Assets Acquired and                 
                Liabilities Assumed (Details)                                    
95: R57         Acquisitions and Divestitures Primal Nutrition      HTML     46K 
                Purchase Price Allocation to Identifiable                        
                Intangible Assets Acquired (Details)                             
27: R58         Acquisitions and Divestitures Components of Gain    HTML     52K 
                on Heinz India Sale (Details)                                    
73: R59         Acquisitions and Divestitures Components of Gain    HTML     49K 
                on Canada Natural Cheese Sale (Details)                          
122: R60         Acquisitions and Divestitures Assets and            HTML     65K  
                Liabilities Held for Sale by Major Class (Details)               
80: R61         Restructuring Activities Additional Information     HTML     57K 
                (Details)                                                        
32: R62         Restructuring Activities Restructuring Reserve      HTML     52K 
                Roll-forward (Details)                                           
46: R63         Restructuring Activities Restructuring Costs by     HTML     58K 
                Type and Income Statement Location (Details)                     
123: R64         Restructuring Activities Restructuring Costs        HTML     52K  
                Excluded from Segments (Details)                                 
82: R65         Restricted Cash Reconciliation from Cash and Cash   HTML     54K 
                Equivalents to Cash, Cash Equivalents, and                       
                Restricted Cash (Details)                                        
33: R66         Inventories Components of Inventories (Details)     HTML     48K 
48: R67         Goodwill and Intangible Assets Changes in the       HTML     64K 
                Carrying Amount of Goodwill by Segment (Details)                 
126: R68         Goodwill and Intangible Assets Goodwill -           HTML    110K  
                Additional Information (Details)                                 
78: R69         Goodwill and Intangible Assets Changes in the       HTML     47K 
                Carrying Amount of Indefinite-Lived Intangible                   
                Assets (Details)                                                 
100: R70         Goodwill and Intangible Assets Indefinite-Lived     HTML     63K  
                Intangible Assets - Additional Information                       
                (Details)                                                        
116: R71         Goodwill and Intangible Assets Definite-Lived       HTML     52K  
                Intangible Assets (Details)                                      
67: R72         Goodwill and Intangible Assets Definite-Lived       HTML     58K 
                Intangible Assets - Additional Information                       
                (Details)                                                        
25: R73         Income Taxes Additional Information (Details)       HTML     40K 
97: R74         Employees' Stock Incentive Plans Additional         HTML     43K 
                Information (Details)                                            
115: R75         Employees' Stock Incentive Plans Schedule of Stock  HTML     62K  
                Option Activity and Related Information (Details)                
66: R76         Employees' Stock Incentive Plans Schedule of RSU    HTML     62K 
                Activity and Related Information (Details)                       
22: R77         Employees' Stock Incentive Plans Schedule of PSU    HTML     52K 
                Activity and Related Information (Details)                       
102: R78         Postemployment Benefits Additional Information      HTML     55K  
                (Details)                                                        
111: R79         Postemployment Benefits Pension Plans - Net         HTML     75K  
                Cost/(Benefit) (Details)                                         
101: R80         Postemployment Benefits Postretirement Benefit      HTML     61K  
                Plans - Net Cost/(Benefit) (Details)                             
118: R81         Financial Instruments Schedule of Notional Values   HTML     44K  
                of Outstanding Derivatives (Details)                             
69: R82         Financial Instruments Schedule of Derivative Fair   HTML     93K 
                Values (Details)                                                 
26: R83         Financial Instruments Additional Information        HTML     83K 
                (Details)                                                        
96: R84         Financial Instruments Derivative Impact on          HTML     69K 
                Statements of Other Comprehensive Income (Details)               
113: R85         Financial Instruments Derivative Impact on          HTML    128K  
                Statements of Income (Details)                                   
64: R86         Components of and Changes in Accumulated Other      HTML     75K 
                Comprehensive Income/(Losses) (Details)                          
21: R87         Gross Amount and Related Tax Benefit/(Expense)      HTML     86K 
                Recorded in and Associated with each Component of                
                Other Comprehensive Income/(Loss) (Details)                      
103: R88         Amounts Reclassified from Accumulated Other         HTML     92K  
                Comprehensive Income/(Losses) (Details)                          
112: R89         Venezuela - Foreign Currency and Inflation          HTML     47K  
                Additional Information (Details)                                 
121: R90         Financing Arrangements Additional Information       HTML     40K  
                (Details)                                                        
79: R91         Class Actions and Stockholder Derivative Actions    HTML     62K 
                (Details)                                                        
30: R92         Commitments, Contingencies and Debt Redeemable      HTML     38K 
                Noncontrolling Interest (Details)                                
45: R93         Commitments, Contingencies and Debt Debt            HTML    146K 
                Additional Information (Details)                                 
124: R94         Commitments, Contingencies and Debt Schedule of     HTML     55K  
                Debt Tender Offers (Details)                                     
83: R95         Commitments, Contingencies and Debt Schedule of     HTML     50K 
                Debt Redemptions (Details)                                       
34: R96         Commitments, Contingencies and Debt Schedule of     HTML     46K 
                Long-Term Debt Issuances (Details)                               
49: R97         Leases Narrative (Details)                          HTML     41K 
125: R98         Leases Components of Lease Cost (Details)           HTML     54K  
77: R99         Leases Supplemental Balance Sheet Information       HTML     60K 
                Related to Leases (Details)                                      
68: R100        Leases Cash Flows Arising from Lease Transactions   HTML     51K 
                (Details)                                                        
24: R101        Leases Future Minimum Lease Payments for Leases in  HTML     77K 
                Effect (Details)                                                 
99: R102        Leases Schedule of Future Minimum Rental Payments   HTML     57K 
                for Operating Leases (Details)                                   
117: R103        Earnings Per Share Schedule of Earnings Per Common  HTML     64K  
                Share, Basic and Diluted (Details)                               
65: R104        Earnings Per Share Additional Information           HTML     39K 
                (Details)                                                        
23: R105        Segment Reporting Net Sales by Segment (Details)    HTML     49K 
98: R106        Segment Reporting Segment Adjusted EBITDA           HTML     76K 
                (Details)                                                        
114: R107        Segment Reporting Net Sales by Product Category     HTML     65K  
                (Details)                                                        
70: R108        Supplemental Guarantor Information Condensed        HTML    175K 
                Consolidating Statements of Operations (Details)                 
20: R109        Supplemental Guarantor Information Condensed        HTML    270K 
                Consolidating Balance Sheets (Details)                           
31: R110        Supplemental Guarantor Information Condensed        HTML    187K 
                Consolidating Statements of Cash Flows (Details)                 
47: R111        Supplemental Guarantor Information Reconciliation   HTML     70K 
                From Cash and Cash Equivalents to Cash, Cash                     
                Equivalents, and Restricted Cash (Details)                       
81: XML         IDEA XML File -- Filing Summary                      XML    245K 
91: XML         XBRL Instance -- form10-qq32019_htm                  XML  10.24M 
39: EXCEL       IDEA Workbook of Financial Reports                  XLSX    179K 
11: EX-101.CAL  XBRL Calculations -- khc-20190928_cal                XML    357K 
12: EX-101.DEF  XBRL Definitions -- khc-20190928_def                 XML   1.35M 
13: EX-101.LAB  XBRL Labels -- khc-20190928_lab                      XML   2.29M 
14: EX-101.PRE  XBRL Presentations -- khc-20190928_pre               XML   1.85M 
10: EX-101.SCH  XBRL Schema -- khc-20190928                          XSD    277K 
43: JSON        XBRL Instance as JSON Data -- MetaLinks              512±   831K 
74: ZIP         XBRL Zipped Folder -- 0001637459-19-000113-xbrl      Zip    840K 


‘EX-10.2’   —   Material Contract — exhibit102


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


Exhibit 10.2
September 6, 2019

Mr. George Zoghbi:

I am very pleased to confirm your continued employment with the Kraft Heinz Company (“Kraft Heinz” or the “Company”) as Advisor to Kraft Heinz’s Chief Executive Officer, effective July 1, 2019 (“Effective Date”). This letter supersedes the December 16, 2016 Offer Letter and all other understandings or instruments regarding the subject hereof and sets forth the terms and conditions of your current employment relationship with the Company.

Annual Base Salary
As of the Effective Date, you will convert from full-time to part-time employment status, and will be paid a base salary at the rate of $400,000 USD per annum (“Annual Base Salary”), payable in periodic installments according to the Company’s normal payroll practice. Your Annual Base Salary will be subject to periodic review by the Company.
    
Equity Incentive
You will be eligible for a one-time discretionary Kraft Heinz stock option award of 200,000 shares to be issued at the end of the current black-out period on the company designated Grant Date or August 15, 2019, whichever occurs later, based on the closing price for Kraft Heinz stock on that date. The terms and conditions of this Award will be outlined in the award agreement that you will receive on or shortly after the Grant Date.

In addition, and subject to your continued service with Kraft Heinz through December 31, 2019, you will remain eligible for 100% of the Restricted Stock Units that you were granted on January 1, 2017, pursuant to the applicable Award Agreement and the Company’s 2016 Omnibus Incentive Plan.

Board of Directors Compensation
You will be eligible for an annual equity grant of Restricted Stock Units with a $125,000 USD nominal value, to be issued after each Annual Stockholders meeting in each year of your continued service pursuant to this Agreement. You also will be eligible for an annual cash retainer of $110,000 USD, to be paid quarterly in arrears, deferred quarterly and invested or converted to deferred Kraft Heinz shares annually in arrears, to be determined by the Head of Global Rewards and to be separately confirmed by your election.

Other Benefits
Your offer includes the Company’s comprehensive benefits package available to part-time similarly situated salaried employees (except that you will not participate in the Company’s severance plans or programs). The benefits provided to you hereunder are subject to the specific terms of each plan as set forth in the governing plan documents, as may be amended or terminated from time to time.

Separation from the Company
You will be a U.S. employee of the Company and your employment status will be governed by and shall be construed in accordance with the laws of the United States. As such, your status will be that of an “at will” employee. Your employment with the Company hereunder shall terminate upon the earliest to occur of (i) your death, (ii) an involuntary termination by the Company with or without cause, in either case to be effective immediately upon delivery of reasonable notice to you, (iii) a voluntary resignation by you with or without good reason, upon delivery of reasonable notice to the Company, or (iv) the three-year anniversary of the Effective Date. If the Company involuntarily terminates your employment prior to the three-year anniversary of the Effective Date (July 1, 2022), you will receive a lump sum payment (less applicable deductions) equal to the pay you would have received had you remained employed through the three-year anniversary of the Effective Date. Except as required by law or as otherwise set forth expressly herein, your participation in, and eligibility for participation in, the benefit plans and programs of the Company shall cease as of the effective date of any termination of employment with the Company.






Non-Competition and Non-Solicitation Obligations
By signing below, you acknowledge and agree that the services to be rendered by you to the Company will be of a special character having a unique value to the Company, and that, as a result of your new role and position within the Company, you will be given access to (i) some of the Company’s most sensitive and valuable Company Confidential Information, (ii) the Company’s business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Company’s relationship with its customers, their buying habits, special needs, and purchasing policies, (iv) the Company’s relationship with its suppliers, licensees, licensors, vendors, consultants, and independent contractors, their pricing habits, and purchasing policies, (v) the Company’s pricing policies, purchasing policies, profit structures, and margin needs, (vi) the skills, capabilities and other employment-related information relating to the Company employees, and/or (vii) and other matters of which you would not otherwise know and that is not otherwise readily available.

Therefore, in consideration for the role being offered to you and the salary, benefits and incentives you will receive, each of which you agree is sufficient consideration for your assent to these covenants, by signing below, you agree that, during your employment and for a period of twelve (12) months following the termination of your employment with the Company for any reason, including termination by the Company with or without cause, you will not, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity, directly or indirectly:

Engage in any business or other activities with any person or entity about which you gained access to confidential information through your performance of services for the Company, or which are in the same line or lines of business as the Company in the consumer packaged food and beverage industry (“Competitive Business”) anywhere within North America (the “Restricted Territory”).

Solicit, assist in the solicitation of, or accept any business (other than on behalf of the Company) from any customer about which you had access to confidential information by virtue of your employment with the Company; or disclose to any person, firm, association, corporation or business entity of any kind the names or addresses of any such customer; or directly or indirectly in any way request, suggest or advise any such customer or any suppliers, licensees, licensors, vendors, consultants, and independent contractors with which you had access to confidential information by virtue of your employment with the Company to withdraw or cancel any of their business or refuse to continue to do business with the Company. This paragraph shall apply only where the customer is solicited to purchase a service or product that competes with the services or products offered by the Company.

Cause, solicit, induce, or encourage any individual who was an employee of the Company at the time of, or within six (6) months prior to, your termination, to terminate or reject their employment with the Company or to seek or accept employment with any other entity, including but not limited to a competitor, supplier, or client of the Company, nor shall you cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce, or encourage” includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee.

We are excited about your continued role with the Company!

If you have any question regarding this Offer Letter, please do not hesitate to contact me.

Sincerely,

exhibitsignature.jpg
Shirley Weinstein
Global Head of Rewards    


By my signature below I confirm that I understand and agree to the terms and conditions of employment as outlined above.


/s/ George Zoghbi            September 8, 2019
George Zoghbi                Date
                                



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
7/1/22
12/31/1911-K,  4
Filed on:10/31/198-K
For Period end:9/28/19
9/8/19
9/6/19
8/15/19
7/1/19
1/1/174
12/16/16
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  Kraft Heinz Co.                   10-K       12/30/23  185:23M
 2/16/23  Kraft Heinz Co.                   10-K       12/31/22  179:26M
 2/17/22  Kraft Heinz Co.                   10-K       12/25/21  173:25M
 2/17/21  Kraft Heinz Co.                   10-K       12/26/20  180:25M
12/09/20  Kraft Heinz Foods Co.             S-4                    6:748K                                   Donnelley … Solutions/FA
Top
Filing Submission 0001637459-19-000113   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Mon., Apr. 29, 1:43:31.3pm ET