Summary
This Form 8-K filing by Kraft Foods Inc. (the registrant, which would later become Mondelez International) on September 5, 2006, reports on the entry into a material definitive agreement concerning the departure of its Chief Executive Officer, Roger K. Deromedi. The agreement, dated August 31, 2006, outlines the terms of Mr. Deromedi's separation from the company, including financial compensation and post-employment restrictions. Investors should note the specifics of the severance package and the non-compete clauses, as these represent a significant event impacting executive leadership and potential future competition. The core of the filing details Mr. Deromedi's compensation package, which includes salary continuation, a pro-rated annual incentive award, and a pro-rated long-term incentive plan payout. Vesting of restricted stock and the ability to exercise stock options are also addressed. The agreement also includes provisions for continued benefits and mutual obligations, such as confidentiality and assistance with litigation, alongside non-solicitation and non-competition covenants. This information is crucial for understanding the financial implications of leadership changes and the company's efforts to protect its interests.
Key Highlights
- 1Kraft Foods Inc. has entered into a Separation Agreement and General Release with its departing CEO, Roger K. Deromedi, effective August 31, 2006.
- 2Mr. Deromedi will receive salary continuation payments until February 23, 2007, followed by a lump sum payment until June 26, 2008, based on his previous salary rate.
- 3The agreement includes pro-rated payments for Mr. Deromedi's 2006 annual incentive award and his 2004-2006 Long-Term Incentive Plan (LTIP) award.
- 4Mr. Deromedi will become vested in 141,697 shares of restricted stock, with other unvested shares forfeited.
- 5He retains the right to exercise vested stock options in Altria Group, Inc. and Kraft.
- 6Kraft will provide Mr. Deromedi and his family with lifetime medical, dental, and life insurance benefits, secondary to any coverage he may obtain from another employer.
- 7Mr. Deromedi has agreed to non-competition clauses (until June 26, 2007), non-solicitation of employees, confidentiality, and non-disparagement obligations.