Employment Agreement [Amendment] - Kellogg Co. and Alan Harris
Amendment
This Amendment (the "Amendment") is made and entered into as of July
16, 2004 by and between Kellogg Company, a Delaware corporation ("Kellogg",
together with its subsidiaries, divisions, affiliates and successors, the
"Company"), and Alan Harris ("Employee").
WHEREAS, Kellogg has entered into an agreement with Employee dated
September 22, 2003 (the "Original Agreement"); and
WHEREAS, Kellogg and Employee desire to amend the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Paragraph 1 of the Original Agreement is deleted in its entirety and
replaced with the following:
1. Title and Employment Duties. Employee shall serve as the Company's
Executive Vice President, Chief Marketing and Customer Officer and
perform the duties commensurate with such position.
2. Paragraph 4(d), 4(e) and 4(f) of the Original Agreement are
deleted in their entirety and replaced with the following:
Employee may at any time terminate Employee's employment for "Good
Reason." Termination for "Good Reason" means termination by
Employee because of (i) a reduction in Employee's base salary or
target bonus percentage (i.e., 75%) under the Annual Incentive
Plan, as in effect from time to time or failure to be included as
a participant in the 2004 or 2005 EPP, provided such plan(s)
exist, (ii) the Company's failure to provide any fringe benefit
plan or substantially similar benefit or compensation plan which
has 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 Employee under this Agreement in any material
respect, or (iv) a material reduction in Employee's
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, Employee must provide written notice of any
such alleged action of the Company within thirty (30) days of the
date Employee knew of such action and the Company shall have
thirty (30) days from such written notice to cure such action. If
Employee's employment is terminated (i) prior to December 31, 2005
by Employee with Good Reason, or (ii) after December 31, 2005 for
any reason other than for "Cause," Employee shall be entitled to
(i) severance benefits as provided by the Kellogg Company
Severance Benefit Plan, as amended from time to time (the
"Severance Plan"), provided that Employee is otherwise eligible
for receipt of such benefits as provided for by the Severance Plan
(e.g., Employee has delivered a full release of the Company), and
(ii) pension credit as provided in paragraph 3 hereof as though
Employee had worked through December 31, 2005.
3. Paragraph 5(a) (ii) (A) of the Original Agreement is deleted in
its entirety and replaced with the following:
A. the term "Products" shall mean ready-to-eat cereal
products, toaster pastries, cereal bars, granola
bars, frozen waffles, crispy marshmallow squares,
cookies, crackers, ice cream cones, any other
grain-based convenience food, fruit snacks, meat
substitutes, or any other products which the Company
manufactures, distributes, sells or markets (or
intends to manufacture, distribute, sell or market)
at the time of Employee's departure from the Company.
4. Paragraph 5(c) of the Original Agreement is deleted in its
entirety and replaced with the following:
Employee agrees 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, or their
officers, directors, attorneys, agents and employees. Certain
Company Executives (as defined herein) agree 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 of Employee. For purposes of this Paragraph, "Certain
Company Executives" means the members of the Executive Management
Committee at the time of Employee's departure from the Company and
for that period of time such individuals are employees of the
Company.
5. Conflict; Entire Agreement; Amendment. Except as expressly
modified herein, the Original Agreement remains unmodified in
full force and effect. In the event of any conflict or
inconsistency between the terms of the Original Agreement and
this Amendment, this Amendment shall control. Employee agrees that
the Original Agreement (as amended by this Amendment) and the
Change of Control Agreement constitute the entire agreement
between Employee and the Company, and that the Original Agreement
(as amended by this Amendment) and the Change of Control Agreement
supersede any and all prior and/or contemporaneous written and/or
oral agreements relating to Employee's employment with the Company
and termination therefrom. Employee acknowledges that the Original
Agreement (as amended by this Amendment) may not be modified
except by written document, signed by Employee and the General
Counsel the Company.
IN WITNESS WHEREOF, the parties have executed and agreed to
this Employment Agreement on the dates provided below.
EMPLOYEE KELLOGG COMPANY
By: /s/ Alan Harris By: /s/ Carlos M. Gutierrez
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