EX-10.2






Exhibit 10.2




Kellogg Company

2003 Long Term Incentive Plan

OPTION TERMS AND CONDITIONS

FOR SVP EXECUTIVE OFFICERS





	1.	 	Kellogg Company (the “Company”) awards to you and you accept an option to purchase the number
of shares of the Company’s Common Stock ($0.25 par value) (the “Common Stock”) at the option
price per share on the date of award described in the Non-Qualified Stock Option Award (the
“Award Date”) and distributed to you with this Terms and Conditions document (such document,
together with the Non-qualified Stock Option Award, being the “Option”).
	 
	2.	 	This Option is not a tandem grant nor an Incentive Stock Option under the provisions of the
U.S. Internal Revenue Code and, notwithstanding any other provision of this Option or the
Kellogg Company 2003 Long Term Incentive Plan (the “Plan”), it must be exercised prior to the
expiration of ten (10) years from the Award Date (the “Expiration Date”). This Option vests
and becomes exercisable in equal installments over three (3) years: one-third on the first
anniversary date of the grant, one-third on the second anniversary date of the grant and the
remaining one-third on the third anniversary date of the grant. It is your responsibility to
exercise this Option prior to its Expiration Date, just as is the case with any other employee
stock option. The Company has no obligation to notify or contact you prior to the Expiration
Date of this Option, or any other option.
	 
	4.	 	This Option fully vests if your employment terminates because of death, Disability (as
defined in the Plan) or Retirement (as defined in the Plan). If your employment terminates
because of death, the legal representative of your estate or your beneficiary, if so
designated, may exercise this Option before the first to occur of the Expiration Date and the
day after the first anniversary of your death. If your employment terminates because of
Disability or Retirement, you may exercise this Option before the first to occur of the
Expiration Date and the day after the fifth anniversary of your termination of employment due
to Disability or Retirement.
	 
	5.	 	If the Company terminates your employment for cause or if you voluntarily terminate
employment, vesting stops as of the date of your termination of employment and any vested
portion of this Option must be exercised by you prior to such termination date (or the
Expiration Date, if earlier). Any unvested Options outstanding on the date of termination
shall be forfeited by you and cancelled by the Company.
	 
	6.	 	If the Company terminates your employment without cause, vesting stops as of your date of
termination of employment and any vested portion of this Option must be exercised by you
before the first to occur of the Expiration Date and the date that is three months and one day
following the date of your termination of employment.





 









 





	 	 	Any unvested Options outstanding on the date of termination shall be forfeited by you and
cancelled by the Company.






	7.	 	In the event of a Change of Control, as defined in the Plan, this Option becomes fully
exercisable and vested as of the date of such Change of Control.
	 
	8.	 	If the exercise of this Option within the time periods set forth herein is prevented by the
provisions of Section 16.6 of the Plan, the Option shall remain exercisable until thirty (30)
days after the date such exercise first would no longer be prevented by such provisions, but
in any event no later than the Expiration Date.
	 
	9.	 	This Option may be exercised, in whole or in part during the term, by contacting Merrill
Lynch at 1- 866-866-4050 or 1-609-818-8669 (outside of the U.S., Canada, or Puerto Rico), or
the Merrill Lynch Grand Rapids Office at 1-877-884-4371 or 1-616-774-4252 (outside of the
U.S., Canada, or Puerto Rico). This Option may be exercised by paying the exercise price in
cash or surrendering (or attesting to) shares of Common Stock duly owned by you as provided in
the Plan, based on the Fair Market Value (as provided in the Plan) or via a buy/sell exercise
with Merrill Lynch. 
	 
	10.	 	The Company shall have the right to deduct or otherwise require any payment by you of any
Federal, state, local or foreign taxes required by law to be withheld. The Company has the
right to deduct or require this payment prior to, and as a condition precedent to, issuing or
delivering any shares of Common Stock, to you pursuant to this Option. Subject to any terms
and conditions which the Committee (as defined in the Plan) may impose, the minimum required
withholding obligation may be satisfied by reducing the number of shares of Common Stock
otherwise deliverable pursuant to this Option. You acknowledge that (i) the ultimate
liability for any and all taxes is and remains your responsibility, (ii) the Company makes no
representations or undertaking regarding the amount or timing of any taxes, (iii) the Company
does not commit to structure the terms of this Option or any aspect of the transfer of the
shares to reduce or eliminate your liability for taxes, and (iv) in no event shall the Company
be liable for any tax or other costs to you that may arise under Section 409A of the Internal
Revenue Code of 1986 (the “Code”).
	 
	11.	 	You will not receive any accelerated ownership feature or “reload” options when this Option
is exercised or any tax withholding is paid using shares of Common Stock or otherwise.
	 
	12.	 	This Option shall be construed according to the laws of the State of Delaware (regardless of
the law that might otherwise govern under applicable Delaware principles of conflict laws) to
the extent not superseded by Federal U.S. law.
	 
	13.	 	If you exercise any portion of this Option and voluntarily leave employment of the Company or
any of its subsidiaries within one (1) year after such exercise to work for a direct
competitor of the Company or any of its subsidiaries, then the gain on exercise represented by
the mean market price of the Common Stock on the date of




 









 






	 	 	exercise over the exercise price, multiplied by the number of shares purchased, less any tax
withholding or tax obligations, without regard to any subsequent market price decrease or
increase, shall be immediately due and payable by you without notice, to the Company.






	14.	 	If at any time (including after a notice of exercise has been delivered) the Committee,
including any person authorized pursuant to Section 3.2 of the Plan (any such person, an
“Authorized Officer”), reasonably believes that you have committed an act of misconduct as
described in this Section, the Committee or an Authorized Officer may suspend your right to
exercise this Option pending a determination of whether an act of misconduct has been
committed. If the Committee or an Authorized Officer determines you have engaged in any
activity that is contrary or harmful to the interest of the Company or any of its
subsidiaries, including, but not limited to, (i) conduct relating to your employment for which
either criminal or civil penalties against you may be sought, (ii) breaching your fiduciary
duty or deliberately disregarding any of the Company’s (or any of its subsidiaries’) policies
or code of conduct, (iii) violating the Company’s insider trading policy, (iv) accepting
employment with or serving as a consultant, advisor, or in any other capacity to an entity or
person that is in competition with or acting against the interests of the Company or any of
its subsidiaries, (v) directly or indirectly soliciting, hiring, or otherwise encouraging any
present, former, or future employee of the Company or any of its subsidiaries to leave the
Company or any of its subsidiaries, (vi) disclosing or misusing any confidential information
or material concerning the Company or any of its subsidiaries, or (vii) participating in a
hostile takeover attempt of the Company, then this Option and all rights thereunder shall
terminate immediately without notice effective the date on which you perform such act of
misconduct, unless terminated sooner by operation of another term or condition of this Option
or the Plan. In addition, if the Committee determines that you engaged in an act of fraud or
intentional misconduct during your employment that caused the Company to restate all or a
portion of the Company’s financial statements (“Misconduct”), you may be required to repay to
the Company, in cash and upon demand, the Option Proceeds (as defined below) resulting from
the sale or other disposition (including to the Company) of shares of Common Stock issued or
issuable upon exercise of this Option if the sale or disposition was effected after the first
public issuance or filing with the Securities and Exchange Commission of the financial
statements required to be restated. The term “Option Proceeds” means, with respect to any
sale or other disposition (including to the Company) of shares of Common Stock issued or
issuable upon exercise of this Option, an amount reasonably determined appropriate by the
Committee to reflect the effect of the restatement on the Company’s stock price, up to the
amount equal to the number of shares of Common Stock sold or disposed of multiplied by the
difference between the market value per share of Common Stock at the time of such sale or
disposition and the exercise price. The return of Option Proceeds is in addition to and
separate from any other relief available to the Company due to your Misconduct. For anyone
who is an executive officer for purposes of Section 16 of the Exchange Act, the determination
of the Committee shall be subject to the approval of the Board of Directors.





 









 






	15.	 	Any amounts the Company or any subsidiary owes you from time to time (including amounts owed
to you as wages or other compensation, fringe benefits, or vacation pay, as well as, any other
amounts owed to you by the Company or any subsidiary) may be offset, to the extent of the
amounts you owe the Company under paragraphs 11 and 12 above, provided that amounts owed to
you which constitute “non-qualified deferred compensation” under Code Section 409A shall only
be offset to the extent allowed under Code Section 409A. Whether or not the Company elects to
make any set-off for the full amount owed, calculated as set forth above, you agree to pay
immediately the unpaid balance to the Company. You may be released from obligations under
this paragraph only if the Compensation Committee of the Board of Directors of the Company
(the “Committee”) (or its duly appointed agent) determines in its sole discretion that such
action is in the best interests of the Company.
	 
	16.	 	This Option shall be personal to you and not be assignable or transferable by you except as
otherwise specifically provided in this document or the Plan.
	 
	17.	 	The Plan is hereby incorporated by reference. Capitalized terms not defined herein shall
have the meaning given such term in the Plan. In the event of any conflict between the Plan
and this Option, the provisions of the Plan shall control and this Option shall be deemed
modified accordingly.
	 
	18.	 	The Plan and this Option shall be administered and interpreted by the Committee, as provided
in the Plan. Any decision, interpretation or other action made or taken in good faith by the
Committee, arising out of or in connection with the Plan shall be final, binding and
conclusive on the Company and all employees and their respective heirs, executors,
administrators, successors and assigns. Determinations by the Committee, including without
limitation determinations of employee eligibility, the form, amount and timing of awards, the
terms and provisions of awards, and the agreements evidencing awards, need not be uniform and
may be made selectively among eligible employees who receive or are eligible to receive
awards, hereunder, whether or not such eligible employees are similarly situated. The
Committee may amend this Option to the extent provided in the Plan or this Option.
	 
	19.	 	You agree and understand that applicable securities laws and stock option exchange rules may
restrict your right to exercise this Option or to dispose of any shares which you may acquire
upon any such exercise and may govern the manner in which such shares must be sold. You
acknowledge receipt of a copy of the Plan and the prospectus (including all supplements and
amendments thereto) most recently issued by the Company under the Securities Act of 1933, as
amended relating to the Plan. The prospectus consists of a Statement of General Information
and a Statement of Availability of Information. You also acknowledge that you have no right to
receive any future option grants.
	 
	20.	 	This document does not confer on you any right to continue in the employ of the Company or
any subsidiary, nor does it interfere with the Company’s or any




 









 






	 	 	subsidiary’s right to terminate your employment or alter other duties at any time. This Option
will not be deemed to be compensation for purposes of computing benefits under any retirement
plan of the Company or any of its subsidiaries or affiliates, nor will it affect benefits under
any other benefit plan, including any benefit plan under which the availability or amount of
benefits is related to compensation. The grant of this Option is voluntary and occasional and
does not create any contractual or other right to receive future grants of options. All
decisions with respect to future option grants, if any, will be at the sole discretion of the
Company.






	21.	 	The Committee shall have the ability to substitute, without receiving your permission, Stock
Appreciation Rights to be paid only in shares of Common Stock for any or all outstanding
Options on a one-for-one basis; so long as the term of the substituted Stock Appreciation
Rights is the same as the term of the Options and the exercise price of the Stock Appreciation
Rights is the same as the exercise price of the Options, provided that such substitution shall
not be allowed to the extent any such substitution constitutes a “modification” of this Option
for purposes of Code Section 409A and Treasury Regulation 1.409A-1(b)(5)(v).
	 
	22.	 	Upon the approval by the Company’s Law Department, you can transfer this Option to (a)
members of your immediate family (spouse, children, stepchildren, grandchildren); (b) a trust
of the benefit of such family members; (c) a partnership whose only partners are such family
members; and (d) pursuant to decrees of domestic relations orders from tribunals or agencies
of competent jurisdiction authorized by laws in the state to provide such orders. The Company
shall not be obligated to provide any family member notices regarding this Option, including,
but not limited to, early termination of this Option due to termination of the transferor’s
employment. Consideration cannot be paid for the transfer of this Option. All terms and
conditions applicable to this Option prior to its transfer shall remain in place. Subsequent
transfers by the transferee are not permitted except by the laws of descent and distribution,
and by will.
	 
	23.	 	By entering into and accepting receipt of this Option, you (i) authorize the Company and any
agent of the Company administering the Plan or providing plan recordkeeping services to
disclose to the Company or any of its subsidiaries such information and data as the Company or
any such subsidiary shall request in order to facilitate the grant of options and the
administration of the Plan; (ii) waive any data privacy rights you may have with respect to
such information; and (iii) authorize the Company to store and transmit such information in
electronic form.
	 
	24.	 	The provisions of this Option are severable and if any one or more provisions may be
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions, and any partially unenforceable provision to the extent enforceable in any
jurisdiction, shall nevertheless be binding and enforceable.