exv10w2



 





Exhibit 10.2




March 29, 2005




Jeffrey W. Montie

7392 Dunross Drive

Portage, MI 49024



Dear Jeff:




          The purpose of this letter is to set forth terms of a restricted stock grant that reflects our
appreciation for your contributions to the business and our desire that you remain with Kellogg
Company (“Kellogg,” and together with its affiliates and subsidiaries, the “Company”). The letter
also includes certain commitments the Company requires from someone in your position.





	 	1.  	Restricted Stock Grant. Attached are the documents describing the terms of
your restricted stock grant (the “Grant”). You will note that the Grant is for 25,100
shares of common stock of Kellogg and that the Grant vests generally three years from now.
You will also be entitled to receive dividends on all of these shares, whether vested or
not, if and when dividends are declared by the Board of Directors of Kellogg. Dividends
will be taxable to you in the year paid. The terms of the Grant are more fully described
in the documents attached and your rights to the Grant shall in all circumstances be
subject to and governed by the terms of the attached documents and the Kellogg Company
2003 Long Term Incentive Plan.
	 
	 	2.  	Severance. You are a participant under the Kellogg Company Severance Benefit
Plan (the “Plan”), which provides eligible Company employees with severance benefits. In
the event your employment with the Company is terminated, you shall be eligible to receive
the current level of benefits set forth in the Plan for your position, provided you are
otherwise eligible to receive such benefits under the current Plan.
	 
	 	3.  	Non-Compete. (a) In further consideration of the foregoing, you agree that
in the event you voluntarily terminate your employment with the Company, for a period of
two years beginning with the last of the day of your employment with the Company (the
“Restricted Period”), you shall not, without the prior written consent from the General
Counsel of Kellogg:






	 	(i)  	directly or indirectly, accept any employment, consult for or with, or
otherwise provide or perform any services of any nature to, for or on behalf of any
person, firm, partnership, corporation or other business or entity that




 









 






	 	   	manufactures, produces, distributes, sells or markets any of the Products (as
hereinafter defined) in the Geographic Area (as hereinafter defined).






	 	(ii)  	directly or indirectly, permit any business, entity or organization which
Employee, individually or jointly with others, owns, manages, operates, or controls,
to engage in the manufacture, production, distribution, sale or marketing of any of
the Products in the Geographic Area.






For purposes of this Paragraph, the term “Products” shall mean ready-to-eat and hot cereal
products, toaster pastries, cereal bars, granola bars, crispy marshmallow squares, fruit
snacks, frozen breakfast products, cookies, crackers, ice cream cones, meat substitutes,
and any other product for which you have marketing or managerial responsibility as an
employee of the Company. The term “Geographic Area” shall mean any territory, region or
country where the Company sells any products.




	 	(d)  	Notwithstanding anything to the contrary appearing in paragraph 3(a) (except
as set forth below), you may be employed by, consult for or otherwise provide services
to any business (as opposed to a company) that does not include manufacturing,
distributing, selling or marketing any of the Products, even if its parent or related
organization operates such a business. Prior to agreeing to or commencing any such
employment or engagement, you shall provide the Company’s General Counsel with at
least 30 days prior written notice to allow the Company to establish appropriate
safeguards to prevent the disclosure of any Company confidential information.
	 
	 	(e)  	Paragraph 3(b) shall not apply to any business, entity or organization which
operates, directly or indirectly, a ready-to-eat cereal business (other than retailers
which operate such a business).






	 	4.  	Non-solicitation. You agree that during your employment and thereafter for a
period of two years, you shall not, without the prior written consent of the General
Counsel of Kellogg, directly or indirectly employ, or solicit the employment of (whether
as an employee, officer, director, agent, consultant or independent contractor) any person
who is or was at any time during the previous year an officer, director, representative,
agent or employee of the Company.
	 
	 	5.  	Non-Disparagement of the Company. You agree, during the term of your
employment and thereafter, not to 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, or its past, present and
future subsidiaries, divisions, affiliates, successors, officers, directors, attorneys,
agents and employees.
	 
	 	6.  	Confidentiality of Agreement. Unless this Agreement is publicly filed by the
Company in connection with its SEC filing obligations, you agree that (a) the




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	 	   	existence and terms of this letter agreement are confidential and shall be kept strictly
confidential; (b) that these matters will not be disclosed to any third party except for
your spouse, tax or legal advisor(s), provided such parties agree to keep such information
confidential and, in the case of disclosure to any advisor(s), only to the extent necessary
to perform services, or except as disclosure of such matters may be required by law; and
(c) to assume responsibility for any disclosure of the existence and terms of this letter
agreement by such third parties.
	 
	 	7.  	Preservation of Company Confidential Information. You acknowledge and that
you will not (without first obtaining the prior written consent in each instance from the
Company) during the term of your employment and thereafter, disclose, make commercial or
other use of, give or sell to any person, firm or corporation, any information received
directly or indirectly from the Company or acquired or developed in the course of your
employment, including, by way of example only, trade secrets (including organizational
charts, employee information such as credentials, skill sets and background information),
ideas, inventions, methods, designs, formulas, systems, improvements, prices, discounts,
business affairs, products, product specifications, manufacturing processes, data and
know-how and technical information of any kind whatsoever unless such information has been
publicly disclosed by authorized officials of the Company.
	 
	 	8.  	Miscellaneous.






	 	(a)  	Severability. You also agree that if any provision of this letter
agreement is invalid or unenforceable by a court of law, it will not affect the
validity or enforceability of any other provision of this letter agreement, which
shall remain in full force and effect.
	 
	 	(b)  	Controlling Law and Venue. You agree that the construction,
interpretation, and performance of this letter agreement shall be governed by the laws
of Michigan, including conflict of laws. It is agreed that any controversy, claim or
dispute between the parties, directly or indirectly, concerning this letter agreement
or the breach thereof shall only be resolved in the Circuit Court of Calhoun County,
or the United States District Court for the Western District of Michigan, whichever
court has jurisdiction over the subject matter thereof, and the parties hereby submit
to the jurisdiction of said courts.
	 
	 	(c)  	Entire Agreement; Amendment. You agree that this letter agreement
constitutes the entire agreement between you and the Company, and that this letter
agreement supersedes any and all prior and/or contemporaneous written and/or oral
agreements relating to your employment with the Company and retirement or termination
there from. You acknowledge that this letter agreement may not be modified except by
written document, signed by you and the General Counsel of Kellogg.




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	 	(d)  	Employment Relationship. You acknowledge and agree that your employment with
the Company described in this letter agreement is an at-will employment relationship,
and that only the General Counsel of Kellogg may modify this provision, and any
modification must be in writing signed by both parties.
	 
	 	(e)  	Counterparts. This letter agreement may be executed simultaneously
in one or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together shall constitute one and the
same letter agreement.






     Jeff, enclosed are two copies of this letter. If the letter is acceptable to you please sign
both copies and return on to me for our files.


	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ A. D. David Mackay
 	 
	 	 	 
	 	A. D. David Mackay

President

Chief Operating Officer 	 
	 



I accept the terms of the agreement as presented in this letter this 29th day of March, 2005.




/s/ Jeffrey W. Montie

Jeffrey W. Montie



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