Letter Agreement between us and Gary Pilnick, dated May 20, 2008.



 Exhibit 10.54 
 May 20, 2008 
 Gary Pilnick 
 One Kellogg Square 
 Battle Creek, MI49016 

Dear Gary: 
 The purpose of
this letter is to set forth terms of retention benefits that reflect your valuable contributions to the business and our desire that you remain with Kellogg Company (“Kellogg” and together with its affiliates and subsidiaries, the
“Company”) for the long term. The letter also includes non-compete and other commitments from you to the Company. 
  

	 	1.	Retention.  

  

	 	a.	In the event you (i) are terminated by the Company without “Cause” (as herein defined) (as herein defined) prior to March 1. 2011 (the
“Vesting Date”), or (ii) continue to be employed by the Company until the Vesting Date, you shall be deemed a “Grandfathered Participant” under the Company’s qualified and non-qualified defined benefit pension plans for
which you are eligible and any benefit payable under such plans will be calculated accordingly. This pension benefit shall be payable from the Kellogg Company Executive Excess Plan. 


 

	 	b.	For purposes of this letter agreement, termination for “Cause” means termination by the Company because of (i) your willful engaging in illegal conduct
or gross misconduct pursuant to which the Company has suffered a loss, or (ii) your willful and continued refusal to perform substantially your duties hereunder in any material respect; provided, however, that in the case of clause (ii), the
Company must provide written notice of such breach or failure within thirty (30) days of its discovery thereof, and you shall have thirty (30) days from such written notice to cure such breach or failure. 


 

	 	c.	Notwithstanding any other provision in this letter agreement, if (i) your employment is terminated prior to the Vesting Date and (ii) at the time of such
termination, you qualify for benefits under the Company’s Change of Control Policy, then you shall be eligible for the benefits described in Paragraph 1 (a). In addition, if your employment is terminated by reason of your death or disability,
you or your estate, as the case may be, shall be entitled to receive the benefits described in Paragraph 1 (a). 









	 	d.	Notwithstanding any other provisions in this letter agreement, if you violate any of your obligations under this letter agreement, you shall not be entitled to any of
the benefits described in this Paragraph 1. 

  

	 	2.	Non-Compete. In consideration of the compensation and benefits provided pursuant to this letter agreement, the sufficiency of which is hereby acknowledged, you
agree that 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 Chief Executive Officer 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 Competitor.


  

	 	(ii)	Directly or indirectly, permit any business, entity or organization which you, 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 cereal products, toaster pastries, cereal bars, granola bars, crispy marshmallow squares, frozen waffles, frozen pancakes, fruit snacks, cookies, crackers, ice cream
cones, meat substitutes any other grain-based convenience food or any other product which the Company manufactures, distributes, sells or markets at the time your employment ends with the Company. The term “Geographic Area” shall mean any
territory, region or country where the Company sells any Products at any time during the applicable Restricted Period. The term “Competitor” shall mean Kraft (including, but not limited to any successors to Post or Nabisco), General Mills,
Pepsico (including but not limited to, any successors to Quaker), Nestle, Campbell’s, Danone, ConAgra, Wrigley, Hershey and Ra1corp. 
  

	 	3.	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 Chief
Executive Officer 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’ an officer, director, representative,
agent or employee of the Company at any time during the two year period prior to your last day of employment. 

  

	 	4.	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. 


  
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	 	5.	Preservation of Company Confidential Information. You acknowledge 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. 

  

	 	6.	Release. In consideration of the compensation and benefits provided pursuant to this letter agreement, the sufficiency of which is hereby acknowledged, you, for
yourself and for any person who may claim by or through you, irrevocably and unconditionally releases, waives and forever discharges the Company and its respective officers, directors, attorneys, agents and employees, from any and all claims or
causes of action that you had, have or may have, known or unknown, relating to your employment with the Company up until the date of this letter agreement, including but not limited to, any claims arising. under Title VII of the Civil Rights Act of
1964, as amended, Section 1981 of the Civil Rights Act of 1866, as amended, the Civil Rights Act of 1991, as amended, the Family and Medical Leave Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection
Act of 1990, the Americans with Disabilities Act, the Employee Retirement Income Security Act; claims under any other federal, state or local statute, regulation or ordinance; claims for discrimination or harassment of any kind, breach of contract
or public policy, wrongful or retaliatory discharge, defamation or other personal or business injury of any kind; and any and all other claims to any form of legal or equitable relief, damages, compensation or benefits (except rights you may have
under the Employee Retirement Income Security Act of 1974 to recover any vested benefits), or for attorneys fees or costs. You additionally waive and release any right you may have to recover in any lawsuit or proceeding against the Company brought
by you, an administrative agency, or any other person on your behalf or which includes you in any class. 

  

	 	7.	Miscellaneous. 

  

	 	a.	Severability. You also agree that if any provision of this letter agreement is invalid or unenforceable by a court of law, (i) such provision shall be
deemed to be amended so that the intent of the parties is fulfilled to the greatest extent possible; and (ii) it would 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 with respect to the matters
described herein, and that this letter agreement supersedes any and all prior and/or contemporaneous written and/or oral agreements relating to such matters. You acknowledge that this letter agreement may not be modified except by written document,
signed by you and the Chief Executive Officer of Kellogg. 

  

	 	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 Chief Executive Officer 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, anyone 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. 

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

 

	
	Sincerely,
	
	 /s/ David Mackay

	David Mackay
	President
	Chief Executive Officer


 I accept the terms of the
agreement as presented in this letter this 20th day of May, 2008. 
  

	
	 /s/ Gary Pilnick

	Gary Pilnick