The Quaker Long Term Incentive of 1999



 
Exhibit 10.17

FIRST AMENDMENT 
TO THE 
QUAKER LONG TERM INCENTIVE PLAN OF 1999 
 
 
WHEREAS, The Quaker Long Term Incentive Plan of 1999 (the “Plan”), was established by The Quaker Oats Company (the “Company”) for the benefit of its eligible employees; and 
 
WHEREAS, amendment of the Plan is desirable to eliminate the
cancellation and payment of cash in connection with any change in control transaction which would preclude pooling of interests accounting, if such treatment would otherwise apply to the transaction, but otherwise retain the full effect and benefit
of the plan provisions, including the elimination of further service requirements as a condition of the options or restricted stock; 
 
NOW, THEREFORE, pursuant to the authority delegated to the undersigned by resolution of the Board of Directors of the Company, the Plan is
hereby amended as of the 21st day of November, 2000, by adding a new paragraph 9.1(f) immediately following
paragraph 9.1(e) as follows: 
 
(f)    Pooling of Interests. Notwithstanding any other provision of the Plan, Options outstanding on the date of a Change in Control which is intended to qualify as a pooling of interests transaction which would
otherwise be cancelled and cashed out in accordance with paragraph (a) above, after application of the limitations set forth in paragraph (e) above, shall not be subject to any additional service requirement as a condition of exercise but otherwise
shall not be subject to the provisions of such paragraph (a), and the Restricted Period with respect to Restricted Stock, which would otherwise be cancelled and cashed out in accordance with paragraph (b) above, after application of the limitations
of paragraph (e) above, shall lapse on the date of any such Change in Control but such Restricted Stock shall not otherwise be subject to the provisions of such paragraph (b). 
 
IN WITNESS WHEREOF, this Amendment is executed below by a duly authorized officer of the Company.

 
 
 

	 The Quaker Oats Company

	
	 By:
	 	 /S/    ROBERT S. MORRISON


	 Its:
	 	 Chairman of the Board, President
 and Chief Executive Officer



 







 
THE QUAKER
LONG TERM INCENTIVE PLAN OF 1999 
 
 
ARTICLE I 
NAME AND PURPOSE 
 
1.1    Name.  The Quaker
Long Term Incentive Plan of 1999 (the “Plan”) is established by The Quaker Oats Company (the “Company”). 
 
1.2    Purpose.  The Company has established the Plan to promote the interests of the Company and its
shareholders by providing designated employees of the Company and its related affiliates with additional incentive and the opportunity, through stock ownership, to increase their proprietary interest in the Company and their personal interest in its
continued success and progress. 
 
ARTICLE II

DEFINITIONS 
 
2.1    General Definitions.  The following words and phrases, when used herein, unless otherwise
specifically defined or unless the context clearly indicates otherwise, shall have the following meanings: 
 
(a)  Affiliate.  Any trade or business entity, or a predecessor of such entity, if any, which
is a member of a controlled group of business entities of which the Company is also a member. 
 
(b)  Agreement.  The document which evidences the grant of any Benefit under the Plan and which
sets forth the Benefit and the terms, conditions and provisions of, and restrictions relating to, such Benefit. 
 
(c)  Benefit.  Any benefit granted to a Participant under the Plan. 
 
(d)  Board.  The
Board of Directors of the Company. 
 
(e)  Change in Control.  Occurrence upon events describe in Section 9.2. 
 
(f)   Code.  The Internal Revenue Code of 1986, as amended, and including the regulations
promulgated pursuant thereto. 
 
(g)  Committee.  The Committee described in Section 5.1. 
 
(h)  Common Stock.  The Company’s $5.00 par value common stock. 
 
(i)   Company.  The Quaker Oats Company. 







(j)   Effective Date. The date that the Plan is
approved by the shareholders of the Company, which must occur within one year before or after original adoption by the Board. Any grants of Benefits prior to the approval by the shareholders of the Company shall be void if such approval is not
obtained. 
 
(k)  Employee. Any person employed by the Employer. 
 
(l)   Employer. The Company and all Affiliates. 
 
(m)   Exchange Act. The
Securities Exchange Act of 1934, as amended. 
 
(n)  Fair Market Value. The average of the high and low sales price of shares on the New York Stock Exchange (composite transactions) on a given date, or, in the absence of sales on a given date, the closing price
(as so reported) on the New York Stock Exchange on the last previous day on which a sale occurred prior to such date. 
 
(o)  ISO. An Option that meets the requirements of Section 422 of the Code. 
 
(p)  NSO. An Option that
does not qualify as an ISO. 
 
(q)  Option. An option to purchase Shares granted under ARTICLE XIII of the Plan. 
 
(r)   Other Stock Based Award. An award under ARTICLE XVI that is valued in whole or in part by
reference to, or is otherwise based on, Common Stock. 
 
(s)  Participant. An individual who is granted a Benefit under the Plan. Benefits may be granted only to Employees. 
 
(t)   Performance Goals. The goals described under Article XVII of the Plan that may be applied by
the Committee with respect to Performance Shares and Other Stock Based Awards. 
 
(u)  Performance Share. A Share awarded to a Participant under ARTICLE XV of the Plan. 
 
(v)  Plan. The Quaker Long Term Incentive Plan of 1999 and all amendments and supplements thereto.

 
(w)   1990
Plan. The Quaker Long Term Incentive Plan of 1990 and all amendments and supplements thereto. 
 
(x)  Restricted Stock. Shares issued under ARTICLE XIV of the Plan. 
 

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(y)    Rule 16b-3. Rule 16b-3 promulgated by the SEC, as amended, or any successor rule in effect from time to time. 
 
(z)    SEC. The Securities and Exchange Commission. 
 
(aa)  Share. A share of
Common Stock. 
 
2.2    Other Definitions.  In addition to the above definitions, certain words and phrases used in the Plan and any Agreement may be defined elsewhere in the Plan or in such Agreement.

 
ARTICLE III 
COMMON STOCK 
 
3.1    Number of Shares. The maximum number of Shares that may be delivered to Participants under the Plan
shall be equal to the sum of: (a) 8,000,000 Shares; (b) any Shares available for future awards under the 1990 Plan as of the Effective Date; and (c) any Shares represented by awards granted under the 1990 Plan, which are forfeited, expire, or are
canceled without delivery of the Shares after the Effective Date or which result in the forfeiture of Shares back to the Company, subject to the provisions of Sections 3.2 and 3.3. Such Shares may be authorized but unissued Shares, Shares held in
the treasury, or both. 
 
3.2    Reusage. If an Option expires or is terminated, surrendered, or canceled without having been fully exercised; if Restricted Stock or Performance Shares are forfeited; or if any other grant results in
any Shares not being issued, the Shares covered by such Option, grant of Restricted Stock, Performance Shares or other grant, as the case may be, shall again be available for use under the Plan. If an Option is exercised by tendering Shares to the
Company as full or partial payment in connection with the exercise of an Option, only the number of Shares issued net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery
under the Plan. 
 
3.3    Adjustments. If there is any change in the Common Stock by reason of any stock dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation, reorganization, combination or exchange
of Shares, the limitations on the number of Shares specified under Section 3.4, the number of Shares then available under Section 3.1 of the Plan for Options and grants of Restricted Stock, Performance Shares and Other Stock Based Awards, the number
of Shares subject to outstanding Options, Restricted Stock, Performance Shares and Other Stock Based Awards, and the price thereof, as applicable, shall be appropriately adjusted by the Committee. Shares issued under the Plan through the settlement,
assumption or substitution of outstanding awards or obligations to grant future awards as a condition of the Company acquiring another entity shall not reduce the maximum number of Shares available for delivery under the Plan. 
 

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3.4    Limitations. 
 
(a)  Options. The total number of Options (ISOs and NSOs combined) which may be granted to a single Participant shall not exceed 1,000,000 during any calendar year, subject to the
adjustments provided under Section 3.3. 
 
(b)  ISOs. The total number of Shares for which ISOs may be granted on or after the Effective Date shall not exceed 8,000,000 Shares, subject to the limitations, reusage and adjustments provided in ARTICLE III of the
Plan. 
 
(c)  Restricted Stock, Performance Shares and Other Stock Based Awards. The total number of Shares which may be granted as Restricted Stock, Performance Shares and Other Stock Based Awards shall not exceed 3,000,000
during the term of the Plan, subject to the adjustments provided in Section 3.3. The total number of Shares which may be granted as Performance Shares to a single Participant shall not exceed 350,000 during any calendar year, subject to the
adjustments under Section 3.3. The total number of Shares which may be granted as Other Stock Based Awards to a single Participant shall not exceed 350,000 during any calendar year, subject to the adjustments under Section 3.3. 
 
ARTICLE IV 
ELIGIBILITY 
 
The Participants and the Benefits they receive under the Plan shall be determined solely by the Committee. In making its determinations,
the Committee shall consider past, present and expected future contributions of Employees and Participants to the Employer. 
 
ARTICLE V 
ADMINISTRATION 
 
5.1    Committee. The Plan shall be administered by the Committee (also known as the Compensation Committee of the Board). The Committee shall consist of no less than three members of the Board, all of whom
shall not be (nor formerly have been) employees of the Company and who shall not be eligible to participate in the Plan. The members of the Committee shall be appointed by and shall serve at the pleasure of the Board, which may from time to time
appoint members in substitution for members previously appointed and fill vacancies, however caused, in the Committee. 
 
5.2    Authority. Subject to the terms of the Plan, the Committee shall have complete authority to:

 
(a)  determine the
Employees to whom Benefits are granted, the type and amounts of Benefits to be granted and the time of all such grants; 
 
(b)  determine the terms, conditions and provisions of, and restrictions relating to, each Benefit granted;

 

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(c)  interpret and construe the Plan and all Agreements; 
 
(d)  prescribe, amend and rescind rules and regulations relating to the Plan; 
 
(e)  determine the content and form
of all Agreements; 
 
(f)  determine all questions relating to Benefits under the Plan; 
 
(g)  maintain accounts, records and ledgers relating to Benefits; 
 
(h)  maintain records concerning
its decisions and proceedings; 
 
(i)  employ agents, attorneys, accountants or other persons for such purposes as the Committee considers necessary or desirable; 
 
(j)  take, at anytime, any action permitted by Section 9.1 irrespective of whether any Change in Control has
occurred or is imminent; and 
 
(k)  do and perform all acts which it may deem necessary or appropriate for the administration of the Plan and carry out the purposes of the Plan. 
 
5.3    Determinations. All determinations of the Committee shall be final.

 
5.4    Delegation.
Except as required by Rule 16b-3 with respect to Benefits to individuals who are subject to Section 16 of the Exchange Act or as otherwise required for compliance with Rule 16b-3 or other applicable law, the Committee may delegate all or any part of
its authority under the Plan to any Employee, Employees or committee. 
 
ARTICLE VI 
AMENDMENT 
 
6.1    Power of Board. Except as hereinafter provided, the Board shall have the
sole right and power to amend the Plan at any time and from time to time. 
 
6.2    Limitation. The Board may not amend the Plan without approval of the shareholders of the Company: 
 
(a)  in a manner which would increase the number of Shares which may be issued or sold or for which Options,
Performance Shares, or Other Stock Based awards may be granted under the plan; or 
 
(b)  in a manner which would violate applicable law. 
 

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ARTICLE
VII 
TERM AND TERMINATION 
 
7.1    Term. The Plan shall commence as of the Effective Date and, subject to the terms of the Plan, including
those requiring approval by the shareholders of the Company and those limiting the period over ISOs or any other Benefits may be granted, shall continue in full force and effect until December 31, 2007. 
 
7.2    Termination. The Plan may be
terminated at any time by the Board. 
 
ARTICLE
VIII 
MODIFICATION OR TERMINATION OF BENEFITS 
 
8.1    General. Subject to the provisions of Section 8.2, the amendment or
termination of the Plan shall not adversely affect a Participant’s right to any Benefit granted prior to such amendment or termination. 
8.2    Committee’s Right. Except as hereinafter provided, any Benefit granted may be converted, modified, forfeited or canceled, in whole or in part, by the Committee if and to the extent permitted in
the Plan or applicable Agreement or with the consent of the Participant to whom such Benefit was granted. The Committee may not cancel or permit the surrender of Options and reissue new Options, or reprice Options, at a lower purchase price.

 
ARTICLE IX 
CHANGE IN CONTROL 
 
9.1    Benefit Cancellation and Payment. 
 
(a)  Options. Upon the occurrence of a Change in Control, Options
outstanding on the date on which the Change in Control occurs shall be canceled, and an immediate lump sum cash payment shall be paid to the Participant equal to the product of (1) the higher of (i) the closing price of the Common Stock as reported
on the New York Stock Exchange Composite Index on or nearest the date of payment (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Stock is highest), or (ii) the
highest per Share price for the Common Stock actually paid in connection with the Change in Control, over the per Share Option price of each such Option held (whether or not then fully exercisable), and (2) the number of Shares covered by each such
Option. 
 
(b)  Restricted Stock. Upon the occurrence of a Change in Control, Restricted Stock outstanding on the date on which the Change in Control occurs shall be canceled and an immediate lump sum cash payment shall be paid
to the Participant equal to the product of (1) the higher (i) the closing price of Common Stock as reported on the New York Stock Exchange Composite Index on or nearest the date of payment (or, if not listed 

 

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on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Stock is highest) or (ii) the
highest per share price for Common Stock actually paid in connection with the Change in Control and (2) the number of Shares of such Restricted Stock; plus the value of any related Cash Award relating to such Restricted Stock.



 
(c)  Performance Shares. Upon the occurrence of a Change in Control, any Performance Shares previously granted, but still considered outstanding (as a right to received Shares or cash equal to the Fair Market Value
of such Shares at a future date), shall be canceled and any profit and/or performance objectives with respect to such Performance Shares shall be deemed to have been attained to the full and maximum extent; and an immediate lump sum cash payment
shall be paid to the Participant in an amount determined in accordance with the terms and conditions set forth in the applicable Agreement. 
 
(d)  Other Stock Based Awards. Upon the occurrence of a Change in Control, Other Stock Based Awards
previously granted under the Plan, but still considered outstanding, shall be canceled and an immediate lump sum cash payment shall be paid to the Participant in an amount determined in accordance with the terms and conditions set forth in the
applicable Agreement. 
 
(e)  Tax Penalties. If the making of payments pursuant to the foregoing paragraphs of this Section 9.1 would subject the Participant to an excise tax under Section 4999 of the Code, or would result in the
Company’s loss of a federal income tax deduction for those payments (either of these consequences is referred to individually herein as a “Tax Penalty”), then the Company shall reduce the amount of Benefits to be canceled to the
extent necessary to avoid the imposition of such Tax Penalty, and shall establish procedures necessary to maintain for the Participants any form of benefit which may be provided under the Plan so that such Participant will be in the same financial
position with respect to those Benefits not canceled as he would have been in the ordinary course, absent a Change in Control and assuming his continued employment; except that the foregoing provisions of this paragraph (e), with respect to the
cancellation of Benefits, shall not apply if such Participant (i) is entitled to a tax reimbursement for such Tax Penalty under any other agreement, plan or program of the Company, or (ii) may disclaim any portion of or all payments to be made
pursuant to or under any other agreement, plan or program of the Company in order to avoid such Tax Penalty. Disagreements as to whether payments pursuant to the foregoing would result in the imposition of a Tax Penalty shall be resolved by an
opinion of counsel chosen by the Participant and reasonably satisfactory to the Company. 
 
9.2    Change in Control. A Change in Control shall be deemed to have occurred if: 
 
(a)  any “Person,” which shall mean a “person” as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any trustee or 

 

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other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities; provided, however, that in determining whether any Person owns 25% or more of such voting power, shares owned by such Person
which were acquired by that Person directly from the Company shall be treated as not owned by such Person; 


 
(b)  during any period of 24 consecutive months (not including any period prior to May 13, 1998), individuals,
who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c) (2) or (d) of
this Section) whose election by the Board, or whose nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the directors before the beginning of the period cease for any reason to
constitute at least a majority thereof; 
 
(c)  the shareholders of the Company approve (1) a plan of complete liquidation of the Company or (2) the sale or disposition by the Company of all or substantially all of the Company’s assets unless the acquirer of
the assets or its directors shall meet the conditions for a merger or consolidation in subparagraphs (d) (1) or (d) (2); or 
 
(d)  the shareholders of the Company approve a merger or consolidation of the Company with any other company
other than: 
 
(1)  such
a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 70% of the combined voting power of the Company’s or such surviving entity’s outstanding voting securities immediately after such merger or consolidation; or 
 
(2)  such a merger or consolidation which would result in the directors of the
Company who were directors immediately prior thereto continuing to constitute at least 50% of the directors of the surviving entity immediately after such merger or consolidation. 
 
In this paragraph (d), “surviving entity” shall mean only an entity in which all of the Company’s stockholders
immediately before such merger or consolidation become shareholders by the terms of such merger or consolidation, and the phrase “directors of the Company who were directors immediately prior thereto” shall include only individuals who
were directors of the Company at the beginning of the 24 consecutive month period preceding the date of such merger or consolidation, or who were new directors (other than any director designated by a Person who 

 

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has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c)(2), (d)(1) or (d)(2) of this Section)
whose election by the Board, or whose nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the directors before the beginning of such period. 
 
ARTICLE X 
AGREEMENTS AND CERTAIN BENEFITS 
 
10.1    Grant Evidenced by Agreement. The grant of any Benefit under the Plan may be evidenced by an Agreement
which shall describe the specific Benefit granted and the terms and conditions of the Benefit. The granting of any Benefit may be subject to, and conditioned upon, the recipient’s execution of any Agreement required by the Committee. Except as
otherwise provided in an Agreement, all capitalized terms used in the Agreement shall have the same meaning as in the Plan, and the Agreement shall be subject to all of the terms of the Plan. 
 
10.2    Provisions of Agreement.
Each Agreement shall contain such provisions that the Committee shall determine to be necessary, desirable and appropriate for the Benefit granted. Each Agreement may include, but shall not be limited to, the following with respect to any Benefit:
description of the type of Benefit; the Benefit’s duration; its transferability; if an Option, the exercise price, the exercise period and the person or persons who may exercise the Option; the effect upon such Benefit of the Participant’s
death or termination of employment; the Benefit’s conditions; when, if and how any Benefit may be forfeited, converted into another Benefit, modified, exchanged for another Benefit, or replaced; and the restrictions on any Shares purchased or
granted under the Plan. 
 
ARTICLE XI

REPLACEMENT AND TANDEM AWARDS 
 
11.1    Replacement. Subject to Section 8.2, the Committee may permit a
Participant to elect to surrender a Benefit in exchange for a new Benefit. 
 
11.2    Tandem Awards. Benefits may be granted by the Committee in tandem. However, no Benefit may be granted in tandem with an ISO. 
 
ARTICLE XII 
PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING 
 
12.1    Payment. Upon the exercise of an Option or in the case of any other
Benefit that requires a payment to the Company, the amount due the Company is to be paid: 
 
(a)  in cash; 
 

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(b) by the tender to the Company of Shares owned by the Participant and registered his name having a Fair Market Value equal to the amount due to the Company; 
 
(c) in other property, rights and credits, including the Participant’s promissory note;
or 
 
(d) by any combination of the
payment methods specified in (a), (b) and (c) above. 
 
Notwithstanding the foregoing, any method of payment other than (a) may be used only with the consent of the Committee, or if and to the extent so provided in the applicable Agreement. 
 
12.2     Dividend Equivalents.
Grants of Benefits in Shares or Share equivalents may include dividend equivalent payments or dividend credit rights. 
 
12.3     Deferral. The right to receive any Benefit under the Plan may, at the request of the Participant, be
deferred for such period and upon such terms as the Committee shall determine, which may include crediting of interest on deferrals of cash and crediting of dividends on deferrals denominated in Shares. 
 
12.4     Withholding. The Company,
at the time any distribution is made under the Plan, whether in cash or in Shares, may withhold from such distribution any amount necessary to satisfy federal, state and local tax withholding requirements with respect to such distribution. Such
withholding may be in cash or in Shares. 
 
ARTICLE XIII 
OPTIONS 
 
13.1     Types of Options. It is intended that both ISOs and NSOs may be granted
by the Committee under the Plan. 
 
13.2
    Grant of Options and Option Price. Each Option may not have a term that exceeds 10 years from the date of grant, must be granted to an Employee and must be granted no later than December 31, 2007. The purchase price
for Shares under any Option shall be no less than the Fair Market Value of the Shares at the time the Option is granted. 
 
13.3     Early Termination of Option. 
 
(a) Termination of Employment. All rights to exercise an Option terminate when the
Participant’s employment terminates for any reason other than his death or retirement. Transfer from the Company to an Affiliate, or vice versa, or from one Affiliate to another, shall not be deemed termination of employment. The Committee
shall have the authority to determine in each case whether an authorized leave of absence or absence on military or government service shall be deemed a termination of employment for purpose of this paragraph (a). 
 

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(b) Death or Retirement. If a Participant dies while an Employee or his employment is terminated because of retirement, his Option shall terminate within a period not exceeding five years following his death or retirement, but
not later than the date the Option expires pursuant to its terms. The terms of Options outstanding, except for those Options intended to qualify as an ISO, may also be amended at anytime by the Committee or the Board to extend the Option’s
duration period following a Participant’s death or retirement, subject to the limitations stated in the preceding sentence. In the meantime, subject to the limitations in the applicable Agreement, it may be exercised by the Participant, the
executors or administrators of his estate, or by his legatee or heirs. “Retirement” shall mean termination of employment at age 55 for older for reasons other than death. 
 
13.4     Other Requirements. The terms of each Option which is intended to qualify
as an ISO shall meet all requirements of Section 422 of the Code. The terms of each NSO shall provide that such Option will not be treated as an ISO. 
 
13.5     Determination by Committee. Except as otherwise provided in Section 13.2 through Section 13.4, the
terms of all Options shall be determined by the Committee. 
 
ARTICLE XIV 
RESTRICTED STOCK 
 
14.1     Description. The Committee may grant Benefits in Shares available under
ARTICLE III of the Plan as Restricted Stock. Shares of Restricted Stock shall be issued at the time of the grant but shall be subject to forfeiture until provided otherwise in the applicable Agreement or the Plan. 
 
14.2     Terms and Conditions of
Restricted Stock Awards. All Shares of Restricted Stock shall be subject to the following terms and conditions, and to such other terms and conditions as may be provided under the Agreements described in paragraph (f) next below: 
 
(a) Payment of Par Value. The
Committee, in its discretion, may condition any grant of Shares of Restricted Stock on payment by the Participant to the Company of an amount not in excess of the par value of such Shares. If any such shares are subsequently forfeited by the
Participant, the Company shall pay an equivalent amount to the Participant as soon as practicable after the forfeiture. 
 
(b) Restricted Period. Shares of Restricted Stock granted to a Participant may not be sold, assigned, transferred,
pledged or otherwise encumbered during a “Restricted Period” commencing on the date of the grant and ending on such date as the Committee may designate, subject to the following: 
 
(1) The Committee may, at any time and in its sole discretion, reduce or terminate the
Restricted Period with respect to any outstanding Shares of 
 

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Restricted Stock and any accrued dividends in accordance with paragraph (g) below. 
 
(2) The Restricted Period applicable to any Participant’s Shares of Restricted Stock shall end as of the date on
which the Participant’s employment with the Company and its Affiliates is terminated by reason of the Participant’s death, physical or mental disability (as determined by the Committee), or for such other reasons as the Committee may
provide. 
 
(3) The Committee may,
at any time, and in its sole discretion, allow a Participant to use his Restricted Stock during the Restricted Period as payment of the Option purchase price (in accordance with Section 12.1) for Options which he has been granted. In such an event,
a number of the Shares issued upon the exercise of the Option, equal to the number of Shares of Restricted Stock used as payment therefore, shall be subject to the same restrictions as the Restricted Stock so used, plus any additional restrictions
that may be imposed by the Committee. Such terms and conditions relating to such use of Restricted Stock shall be provided under the Agreements described in paragraph (f) of this Section. 
 
(c) Transfer of Restricted Stock. At the end of the Restricted Period applicable to
any Restricted Stock, such Shares, and any accrued dividends will be transferred free of all restrictions to the Participant (or, to the Participant’s legal representative, beneficiary or heir). 
 
(d) Forfeitures. Subject to paragraph
(b) of this Section 14.2, a Participant whose employment with the Company and its Affiliates is terminated prior to the last day of the applicable Restricted Period shall forfeit all shares of Restricted Stock and any accrued dividends.

 
(e) Certificate Deposited
With Company. Each certificate issued in respect of Shares of Restricted Stock granted to a Participant under the Plan shall be registered in the name of the Participant and deposited, together with a stock power endorsed in blank, with the
Company. At the discretion of the Committee, any such certificates may be deposited in a bank designated by the Committee. Each such certificate shall bear the following (or a similar) legend: 
 
“The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and conditions (including forfeitures) contained in The Quaker Long Term Incentive Plan of 1999 and an Agreement entered into between the registered owner and The Quaker Oats Company. A copy of
the Plan and Agreement is on file in the office of the Secretary of The Quaker Oats Company, 321 North Clark Street, Chicago, Illinois 60610.” 
 

	

 
 

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(f) Restricted Stock Agreement. The Participant shall enter into an
Agreement with the Company in a form specified by the Committee and containing such additional terms and conditions, if any, as the Committee in its sole discretion shall determine, which are not inconsistent with the provisions of the Plan.

 
(g) Dividends. Regular
cash dividends payable with respect to shares of Restricted Stock shall, in accordance with the terms of the applicable Agreement, be paid to the Participant currently or accrued. If dividends are accrued, interest may be payable on such dividends
at such rate, if any, as is established from time to time by the Committee. 
 
(h) Substitution of Rights. Prior to the end of the Restricted Period with respect to any Shares of Restricted Stock awarded to a Participant, the Committee may, with the consent of the
Participant, substitute an unsecured obligation of the Company to pay cash or stock (on such reasonable terms and conditions as the Committee may, in its sole discretion, determine) in lieu of its obligations under this ARTICLE XIV to deliver
unrestricted Shares plus accrued dividends. 
 
(i) Shareholder Rights. Subject to the foregoing restrictions, each Participant shall have all the rights of a shareholder with respect to Shares of Restricted Stock including, but not limited to, the right to vote such
Shares. 
 
ARTICLE XV 
PERFORMANCE SHARES 
 
15.1     Description. Performance Shares are the right of an individual to whom a grant of such Shares is made
to receive Shares or cash equal to the Fair Market Value of such Shares at a future date in accordance with the terms of such grant. 
 
15.2     Grant. The Committee may grant an award of Performance Shares. The number of Performance Shares and
the terms and conditions of the grant shall be set forth in the applicable Agreement, which may include Performance Goals as described in Article XVII. 
 
ARTICLE XVI 
OTHER STOCK BASED AWARDS 
 
16.1     Description. The Committee shall have the right to provide any other form of stock based awards under the Plan, if the Committee believes that such Other Stock Based Award would further the
purposes for which the Plan was established. 
 
16.2     Grant. The Committee may grant an award of Other Stock Based Awards which may include, without limitation, the grant of Shares based on certain conditions, or the grant of securities convertible
into Shares. The number of Other Stock Based Awards and the terms and 
 

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conditions of the grant shall
be set forth in the applicable Agreement, which may include Performance Goals as described in Article XVII. 
 
ARTICLE XVII 
PERFORMANCE GOALS

 
Performance Shares and Other Stock Based Awards
may be governed by the achievement of Performance Goals as the Committee shall determine. Performance Goals that may be used by the Committee for such grants shall consist of: operating profits (which may include a determination based upon earnings
before income taxes, depreciation and amortization), net profits, earnings per share, profit returns and margins, revenues, controllable earnings, shareholder return and/or value, stock price and working capital. Performance Goals may be measured
solely on a corporate, subsidiary or business unit basis, or a combination thereof and may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of
the selected performance criteria. Profits, earnings and revenues used for any Performance Goal measurement may exclude: gains or loses on operating asset sales or dispositions; asset write-downs; litigation or claim judgments or settlements;
accruals for historic environmental obligations; effect of changes in tax law or rate on deferred tax liabilities; accruals for reorganization and restructuring programs; uninsured catastrophic property losses; the cumulative effect of changes in
accounting principles; and any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial performance appearing in the Company’s annual report to
shareholders for the applicable year. 
 
ARTICLE
XVIII 
MISCELLANEOUS PROVISIONS 
 
17.1     Underscored References. The underscored references contained in the Plan
are included only for convenience, and they shall not be construed as a part of the Plan or in any respect affecting or modifying its provisions. 
 
17.2     Number and Gender. The masculine and neuter, wherever used in the Plan, shall refer to either the
masculine, neuter or feminine; and, unless the context otherwise requires, the singular shall include the plural and the plural the singular. 
 
17.3     Governing Law. This Plan shall be construed and administered in accordance with the laws of the State
of Illinois. 
 
17.4    
Purchase for Investment. The Committee may require each person purchasing Shares pursuant to an Option or other award under the Plan to represent to and agree with the Company in writing that such person is acquiring the Shares for investment
and without a view to distribution or resale. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as 
 

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the Committee may deem
advisable under all applicable laws, rules and regulations, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 
 
17.5     No Employment Contract.
The adoption of the Plan or the granting of a Benefit shall not confer upon any Employee any right to continued employment nor shall it interfere in any way with the right of the Employer to terminate the employment of any of its Employees at any
time. 
 
17.6     No Effect
on Other Benefits. The receipt of Benefits under the Plan shall have no effect on any benefits to which a Participant may be entitled from the Employer, under another plan or otherwise, or preclude a Participant from receiving any such benefits.

 
IN WITNESS WHEREOF, this Plan is executed by a
duly authorized officer of the Company. 
 

	 	 	 	 	 THE QUAKER OATS COMPANY

	
	 Dated: April 19, 1999
	 	 	 	 By:
	 	 /s/ Pamela S. Hewitt

	 	 	 	 	 	 	 	 	 Its Senior Vice President


 

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