exv10w2



 





Exhibit 10.2




July 23, 2007




John A. Bryant

Kellogg Company

One Kellogg Square

Battle Creek, MI 49016




Dear John:




     We are excited about you assuming the role of President, Kellogg North America and Chief
Financial Officer for the Company. 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 are either terminated by the Company without “Cause” (as
herein defined) or you terminate your employment with the Company for “Good Reason”
(as herein defined) prior to November 6, 2020 (the “Retirement Date”), the
date you are first able to retire from the Company under the terms of the Kellogg
Company Pension Plan and Kellogg Company Executive Excess Plan (the “Pension Plans”),
you will be eligible to receive the pension benefit you would have received under the
current Pension Plans had you remained with the Company through the Retirement Date.
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 refusal within thirty (30) days of its
discovery thereof, and you shall have thirty (30) days from such written notice to
cure such breach or refusal.
	 
	 	c.	 	For purposes of this letter agreement, termination for “Good Reason” means
termination by you because of (i) a reduction in your base salary, as in effect from
time to time, except in connection with salary reductions which are generally
implemented with respect to the Company’s senior executives, (ii)




 









 





	 	 	 	the Company’s failure to provide any fringe benefit plan or substantially similar
benefit or compensation plan which is been made generally available to other management
employees of the Company; provided, however, that nothing in this clause shall be
construed to constrain the Company from amending or eliminating any benefit or
compensation plan; (iii) a breach by the Company of its obligations to you under this
letter agreement in any material respect, or (iv) a material reduction in your
responsibilities or duties as in effect immediately prior to such change, provided
however, that in the case of each of clauses (i) through (iv) hereof, you shall provide
written notice of any such alleged action of the Company within thirty (30) days of the
date you knew of such action and the Company shall have thirty (30) days from such
written notice to cure such action.
	 
	 	d.	 	Notwithstanding any other provision in this letter agreement, if (i) your
employment is terminated prior to the Retirement 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).
	 
	 	e.	 	You shall be deemed a “Grandfathered Participant” under the Company’s
qualified and non-qualified defined benefit pension plans (and any benefits payable
under Paragraph 1 (a) will be calculated accordingly). This pension benefit shall be
payable from the Kellogg Company Executive Excess Plan.
	 
	 	f.	 	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 further consideration of the foregoing, you agree that for a
period of three years beginning with the last of the day of your active employment with
the Company (the “Restricted Period”), you shall not, without the prior written consent
from the Chief Executive Officer of Kellogg:






	 	a.	 	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 or markets any of the Products (as herein defined) in the
Geographic Area (as herein defined).
	 
	 	b.	 	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.










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	 	 	 	For purposes of this Paragraph, the term “Products” shall mean (i) 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 and meat
substitutes; (ii) any other grain-based convenience food; or (iii) any other product which
the Company manufactures, distributes, sells or markets at the time your employment ends
with the Company. With respect to (iii) above, such products shall not include any product
which the Company reasonably determines is insignificant to 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.
	 
	 	3	 	Non-solicitation. You agree that during your active employment and
thereafter for a period of three 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.
	 
	 	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




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	 	 	 	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 General Counsel 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 General Counsel of Kellogg may modify this
provision, and any modification must be in writing signed by both parties.




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	 	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.





     John, 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 23rd day of July,
2007.




     /s/ John A. Bryant     

John A. Bryant





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