Kraft Foods Inc. 2001 Compensation Plan for Non-Employee Directors



 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: 
  

	 	a.	the percentage of the Retainer Fee that he or she wishes to defer and whether Meeting Fees are to be deferred; 

  

	 	b.	the Distribution Date; 

  

	 	c.	whether distributions are to be in lump sum, in installments or a combination thereof; 

  


	 	d.	the Participant’s Beneficiary or Beneficiaries; and 

  

	 	e.	the Subaccounts to which the Deferred Amount is to be allocated. 

 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 Deferrals

 A Participant may cease to defer future Retainer Fees, Meeting Fees or both in the Deferred Fee Program by submitting a Modified Election Form to the
Secretary of the Company. An election by a Participant to cease deferrals of Retainer Fees, Meeting Fees 

  

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or both in the Deferred Fee Program shall become effective with respect to Compensation for services performed on or after the first day of the calendar year
following the Election Date. 
 2.1.4 Beneficiary Election Modification 
 A Participant shall be permitted at any time to modify his or her Beneficiary election, effective as of the Election Date, by submitting a Modified Election Form to the Secretary of the Company. 
 2.2 Investments 
 2.2.1 Deferred Fee Accounts 

 The Company shall establish a Deferred Fee Account for each Participant who has made a Deferral Election pursuant to Section 2.1.1. On each Allocation
Date, the Company shall allocate the amount of the Deferred Amount to be credited to each Participant’s Deferred Fee Account. 
 2.2.2 Subaccounts 
 The Company shall establish within each Deferred Fee Account one or more Subaccounts to which the Deferred Amounts are to
be allocated pursuant to the Participant’s Election Form or Election Forms. Such Subaccounts shall be credited with earnings and charged with losses, if any, on the same basis as the corresponding Fund, as the same may change from time to time.

 To the extent additional investment funds are provided under the Profit-Sharing Plan, the senior Human Resources officer of the Company is authorized to
establish corresponding Subaccounts under the Plan. The senior Human Resources officer is authorized to limit or prohibit new investments or transfers into any Subaccount. 
 Subject to the provisions of Sections 2.2.3 and 2.2.4, on each Allocation Date, each Participant’s Subaccounts shall be credited with an amount equal to the Deferred Amount designated by the Participant for
allocation to such Subaccounts. Each Subaccount shall be credited with earnings and charged with losses as if the amounts allocated thereto had been invested in the corresponding Fund, provided that the Kraft Stock Fund Subaccount shall be credited
with additional shares of Common Stock based on the amount of cash dividends that are paid from time to time on the number of shares of Common Stock with respect to which the Kraft Stock Fund Subaccount is determined. 
 The value of any Subaccount at any relevant time shall be determined as if all amounts credited thereto had been invested in the corresponding Fund, provided, however,
that if as a result of adjustments or substitutions in connection with an event described in Section 4 of the Company’s Stock Compensation Plan for Non-Employee Directors or the corresponding provision of any successor thereto, a
participant has received or receives with respect to the Kraft Stock Fund Subaccount rights or amounts measured by reference to stock other than Common Stock, then any crediting of amounts to reflect 

  

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dividends with respect to such other stock shall be allocated among and treated as invested proportionately in the Subaccounts most recently in effect for
the investment of Compensation deferred by the Participant. 
 2.2.3. Investment Directions 
 Each Participant shall make an investment direction on his or her Initial Election Form with respect to the portion of such Participant’s Deferred Amount that is to
be allocated to a Subaccount. Any apportionment of Deferred Amounts (and of increases or decreases in Deferred Amounts) among the Subaccounts shall be in integral multiples of one percent (1%). An investment direction shall become effective with
respect to any Subaccount on the first day of the calendar month following the Election Date of such Election Form. An investment direction shall remain in effect with respect to all future Deferred Amounts until a new investment direction made by
the Participant in accordance with Section 2.2.4 becomes effective. 
 2.2.4 New Investment Directions 
 A Participant may make a new investment direction with respect to his or her Deferred Amount only by submitting a Modified Election Form to the Secretary of the Company.
A new investment direction shall become effective with respect to any Subaccount on the first day of the calendar month following the Election Date of such Modified Election Form. 
 2.2.5 Investment Transfers 
 A Participant (or
Beneficiary after the death of the Participant) may transfer to one or more different Subaccounts all or a part (in integral multiples of one percent (1%)) of the amounts credited to a Subaccount by submitting a Transfer Form to the Secretary
of the Company; provided however that no Transfer Form with respect to the Kraft Stock Fund Subaccount may be submitted by a Participant who is subject to Section 16 of the Exchange Act if a Transfer Form requesting an opposite way transfer has
been submitted by such Participant within the preceding six months. 
 Any transfer of amounts among Subaccounts shall become effective on the first day of
the calendar month following the Transfer Election Date. 
 2.3 Distributions 
 2.3.1 Distribution Elections 
 Each Participant shall
designate on his or her Initial Election Form or, if applicable, Modified Election Form, one of the following dates as a Distribution Date with respect to amounts credited to his or her Deferred Fee Account thereafter: 
  

	 	a.	the fifteenth day of the calendar month following the Participant’s separation from service, including by reason of Disability or death; 

  

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	 	b.	the fifteenth day of the earlier of (i) a calendar month specified by the Participant which is at least six months after the Election Date or (ii) the calendar month
following the Participant’s separation from service, including by reason of Disability or death. 

 A Distribution Date election shall be
effective only with respect to Compensation paid for services performed on and after the Election Date and subsequent earnings credited with respect to such amounts. Any election by a Participant for his or her Account to be paid upon his or her
separation from service shall be applied in accordance with Internal Revenue Code section 409A. No separation from service shall be deemed to occur until the Director ceases to serve on any and all of the Board of Directors of the Company and the
board of directors of any other company with respect to which his service as a director began while such other company was a subsidiary of the Company. 
 A
Participant may request on his or her Election Form that distributions from his or her Account be made in (i) a lump sum, (ii) no more than one-hundred eighty (180) monthly, sixty (60) quarterly or fifteen (15) annual
installments or (iii) a combination of (i) and (ii). Each installment shall be determined by dividing the Account balance by the number of remaining installments. If a Participant receives a distribution from a Subaccount on an installment
basis, amounts remaining in such Subaccount shall continue to accrue earnings and incur losses in accordance with the terms of Section 2.2.2. Except as stated in the next paragraph, all distributions shall be made to the Participant.

 Upon the Participant’s death, the balance remaining in the Participant’s Account shall be payable to his or her Beneficiaries as set forth on
the Participant’s then-current Election Form or Forms. Upon the death of a Beneficiary who is receiving distributions in installments, the balance remaining in the Account of the Beneficiary shall be paid to his or her estate in a lump sum,
without interest, except to the extent that the Secretary of the Company permits a Participant to elect otherwise in accordance with the procedures of this Section 2.3.1, taking into account administrative feasibility and other constraints.

 All distributions shall be paid in cash and, except as provided in Section 2.3.3, shall be deemed to have been made from each Subaccount pro rata.

 2.3.2 Modified Distribution Elections 
 A Participant may modify his or her election as to the Distribution Date but not the distribution form with respect to Compensation attributable to future service, with such modification to be effective beginning with the next calendar year
and continuing thereafter by submitting a Modified Election Form to the Secretary of the Company. 
 2.3.3 Extraordinary Distributions

 Notwithstanding the foregoing, a Participant (or Beneficiary after the participant’s death) may request an extraordinary distribution of all or
part of the amount credited to his or her Deferred Fee Account because of hardship. A distribution shall be deemed to be “because of hardship” if such distribution is necessary to alleviate or satisfy an immediate 

  

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and heavy financial need of the Participant and otherwise satisfies the requirements for the occurrence of an “unforeseeable emergency” within the
meaning of Code section 409A(a)(2). 
 A request for an extraordinary distribution shall be made by submitting a valid Extraordinary Distribution Request
Form to the Secretary of the Company. All extraordinary distributions shall be subject to approval by the Board. 
 The Extraordinary Distribution Request
Form shall indicate: 
  

	 	a.	the amount to be distributed from the Deferred Fee Account; 

  

	 	b.	the Subaccount(s) from which the distribution is to be made; and 

  

	 	c.	the “hardship” requiring the distribution. 

 The amount of any
extraordinary distribution shall not exceed the amount determined by the Board to be required to meet the immediate financial need of the applicant. 
 An
extraordinary distribution shall be made with respect to amounts credited to each Subaccount on the first day of the calendar month next following approval of the extraordinary distribution request by the Board; provided, however, that no
extraordinary distribution shall be made from the Kraft Stock Fund Subaccount if a Transfer Form pursuant to Section 2.2.5 requesting an opposite way transfer with respect to the Kraft Stock Fund Subaccount had been submitted by a Participant
who is subject to Section 16 of the Exchange Act within the preceding six months. Upon approval of an extraordinary distribution request, any Deferral Election shall be cancelled prospectively. A. Participant may make a new Deferral Election
for a future year in accordance with Section 2.1.2. 
 2.3.4 Specified Employee 
 Notwithstanding anything in the Plan to the contrary or any election made by a Participant, if a Participant has elected that distribution be made upon the
Participant’s separation from service, and the Participant is a “specified employee” within the meaning of the Code section 409A and the regulations thereunder, distribution in the form of a single sum will be made on, and
distribution in the form of installments will commence on, the fifteenth day of the seventh month following the date of the Participant’s separation from service. 
 SECTION 3. General Provisions 
 3.1 Unfunded Plan 
 It is intended that the Plan constitute an “unfunded” plan for deferred compensation. The Company may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan;
provided, however, that, unless the Company otherwise determines, the existence of such trusts or other arrangements is consistent 

  

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with the “unfunded” status of the Plan. Any liability of the Company to any person with respect to any grant under the Plan shall be based solely
upon any contractual obligations that may be created pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company. 
 3.2 Rules of Construction 
 The Plan shall be construed and
interpreted in accordance with Virginia law. Headings are given to the sections of the Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law. Notwithstanding anything in this Plan to the contrary, the Plan shall be construed to reflect the intent of the Company that all elections to defer, distributions, and other aspects of the Plan
shall comply with Code section 409A and any regulations and other guidance thereunder to the extent applicable. The Plan is also intended to be construed so that participation in the Plan will be exempt from Section 16(b) of the Exchange Act
pursuant to regulations and interpretations issued from time to time by the Securities and Exchange Commission. 
 3.3 Withholding 
 No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to participation
under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount.

 3.4 Amendment 
 The Plan may be amended by the Board,
but no amendment shall be made that would impair prior rights of a Participant to his or her Deferred Fee Account without his or her consent. No amendment may become effective until shareholder approval is obtained if the amendment
(i) materially increases the benefits accruing to Participants under the Plan, or (ii) modifies the eligibility requirements for participation in the Plan. 
 3.5 Duration of Plan 
 The Company hopes to continue the Plan indefinitely, but reserves the right to terminate the
Plan by appropriate action of the Board at any time. Upon termination of the Plan, amounts then credited to each Deferred Fee Account shall be paid in accordance with the Election Form then governing such Deferred Fee Account or as otherwise
provided in Section 2.3.1. 
 3.6 Assignability 
 No
Participant or Beneficiary shall have the right to assign, pledge or otherwise transfer any payments to which such Participant or Beneficiary may be entitled under the Plan, other than by will or by the laws of descent and distribution or pursuant
to a domestic relations order which meets the relevant requirements of a “qualified domestic relations order” (as defined by Section 414(p) of the Code). 
  


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 3.7 Adoption of Procedures 
 The Secretary of the Company shall have the authority to adopt such procedures as are appropriate to administer the Plan. 
  

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