Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Approval of Amended & Restated Severance Pay Plan for Salaried Employees
On
The Company has amended and restated the Prior Plan to provide the following
severance payments and benefits if a participant, including the Company's named
executive officers ("NEOs"), experiences a termination of employment by the
Company for any reason other than for "Cause" (as defined in the Severance
Plan): (i) lump-sum cash severance equal to (A) 18 months' salary for certain
senior executives and (B) 24 months' salary for the Chief Executive Officer
("CEO"); (ii) continued health and welfare benefits for the equivalent length of
time associated with the salary the participant received under prong (i) above;
(iii) outplacement services; and (iv) prorated vesting of the participant's
then-outstanding equity awards granted prior to
The foregoing benefits are conditioned on the participant's execution and non-revocation of a release of claims (which includes restrictive covenants in favor of the Company, including for the NEOs, non-competition and non-solicitation covenants that apply for a period following termination of employment equal to the number of months of salary payable under the Severance Plan) and continued compliance with any restrictive covenants or other post-employment obligations to which the participant may be subject pursuant to any agreement or arrangement with the Company or any of its affiliates.
The foregoing summary is qualified in its entirety by the Severance Plan, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Approval of Change in Control Severance Plan
On
The CIC Plan will cover the CEO and certain other senior executives, including the NEOs, and will provide for severance payments and benefits in the event of a qualifying termination of employment in connection with a "Change in Control" (as defined in the CIC Plan).
Under the CIC Plan, participants will receive the following severance payments and benefits if they experience a termination of employment by the Company for any reason other than for "Cause," or by the participant for "Good Reason" (each, as defined in the CIC Plan), in the three months prior to or the 24 months following a Change in Control: (i) lump-sum cash severance equal to one-and-a-half times (two times for the CEO) the sum of (x) the participant's annual salary and (y) the participant's target annual cash bonus; (ii) a prorated portion of the participant's annual performance bonus for the fiscal year in which the termination occurs assuming target-level achievement; (iii) continued health and welfare benefits for 18 months (24 months for the CEO); and (iv)
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outplacement services. In the event of a qualifying termination that occurs prior to a Change in Control, benefits provided to any participant under the CIC Plan will be reduced by any amounts already provided to such participant under the Severance Plan.
The foregoing benefits are conditioned on the participant's execution and non-revocation of a release of claims (which includes restrictive covenants in favor of the Company, including non-competition and non-solicitation covenants that apply for 18 months (24 months for the CEO) following termination of employment).
The foregoing summary is qualified in its entirety by the CIC Plan, which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.
Approval of Amendments to 2016 Omnibus Incentive Plan and 2020 Omnibus Incentive Plan
On
The Amendments (i) modify the applicable definition of a "Change in Control" to align with the definition of "Change in Control" under the CIC Plan and (ii) modify the treatment of equity awards upon a Change in Control as follows: (A) equity awards subject to performance conditions will be deemed satisfied based on the greater of target- and actual-level achievement measured through the date of the Change in Control and remain subject to the applicable service-based vesting schedule; and (B) unless otherwise provided by the Compensation Committee, if a successor does not assume or substitute outstanding awards or if a participant experiences a termination of employment by the Company or its affiliate for any reason other than for "Cause" (as defined in the 2016 Plan or the 2020 Plan, as applicable) in the three months prior to or the 24 months following a Change in Control, all unvested awards will become immediately vested and exercisable (and options will remain exercisable for up to three years), subject to the participant's execution and non-revocation of a release of claims.
The foregoing summary is qualified in its entirety by the 2016 Plan Amendment and 2020 Plan Amendment, which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished with this Current Report on Form 8-K.
Exhibit No. Description 10.1 The Kraft Heinz Company Amended & Restated Severance Pay Plan for Salaried Employees, datedJanuary 1, 2023 . 10.2 The Kraft Heinz Company Change in Control Severance Plan, datedJanuary 1, 2023 . 10.3 Amendment to the Company's 2016 Omnibus Incentive Plan, datedJanuary 1, 2023 . 10.4 Amendment to the Company's 2020 Omnibus Incentive Plan, datedJanuary 1, 2023 . 104 The cover page ofThe Kraft Heinz Company's Current Report on Form 8-K datedDecember 6, 2022 , formatted in inline XBRL. 2
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