EXHIBIT 10.25
KELLOGG COMPANY EXECUTIVE STOCK PURCHASE PLAN
1. Purpose. Kellogg Company (the "Company") has established this
Kellogg Company Executive Stock Purchase Plan (the "Plan") to encourage and
enable certain eligible employees of the Company and its Subsidiaries to acquire
the Company's Common Stock, and to align more closely the interests of those
individuals and the Company's share owners.
2. Definitions. Unless the context clearly indicates otherwise, for
purposes of the Plan, the following terms shall have the following meanings:
(a) "Award Date" means the date on which a Participant would
have first received payment of his or her Bonus but for his or her
election to purchase shares of Common Stock in accordance with the
provisions of Section 4.
(b) "Board" means the Board of Directors of Kellogg Company,
as constituted from time to time.
(c) "Bonus" means with respect to a Participant, the after-tax
portion of any incentive compensation payable to the Participant under
the Company's annual bonus plan for the applicable Plan Year.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Compensation Committee of the Board.
(f) "Common Stock" means the Common Stock, par value $0.25 per
share, of the Company or any security of the Company issued by the
Company in substitution or exchange therefor.
(g) "Company" means Kellogg Company, a Delaware corporation,
or any successor corporation to Kellogg Company.
(h) "Effective Date" means February 22, 2002.
(i) "Eligible Employee" means each employee of the Company or
a Subsidiary designated from time to time by the Committee or the Chief
Executive Officer as an Eligible Employee; provided, however, that the
class of Eligible Employees shall be limited to individuals who are
members of a select group of management or highly compensated
employees.
(j) "Exchange Act" means the Securities Exchange Act of 1934,
as in effect and as amended from time to time, or any successor statute
thereto, together with any rules, regulations and interpretations
promulgated thereunder or with respect thereto.
(k) "Fair Market Value" means, with respect to any date, the
closing price per share on the New York Stock Exchange Composite
Transactions Tape on such date, provided that if there shall be no
sales of shares reported on such date, the Fair Market Value of a share
on such date shall be deemed to be equal to the closing price per share
on such Composite Tape for the last preceding date on which sales of
shares were reported.
(l) "Participant" means an Eligible Employee who is
participating in the Plan pursuant to Section 4.
(m) "Plan" means the Kellogg Company Executive Stock Purchase
Plan, as set forth herein, as in effect, and as amended from time to
time (together with any rules and regulations promulgated by the Plan
Administrator with respect thereto).
(n) "Plan Administrator" means such other person or persons,
including a committee, as the Committee may appoint to administer the
Plan.
(o) "Plan Year" means the calendar year.
(p) "Purchase Date" means, except as provided in Section 17,
the 31st trading day following the Award Date.
(q) "Purchase Price" means, with respect to each Purchase
Period, the average Fair Market Value of a share of Common Stock
measured over the 30-trading day period commencing on the Award Date.
(r) "Subsidiary" means any corporation, domestic or foreign,
other than the Company, in an unbroken chain of corporations beginning
with the Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the
other corporations in such chain. Notwithstanding the foregoing, the
term "Subsidiary" shall include a limited liability company that is
disregarded as an entity separate from a Subsidiary.
3. Stock Subject to the Plan. Subject to Section 13, the aggregate
number of shares of Common Stock that may be sold under the Plan is 500,000.
Shares of Common Stock to be issued under the Plan shall be issued shares that
have been reacquired by the Company (in the open-market or in private
transactions) and that are being held as treasury shares.
4. Participation in the Plan. Each Eligible Employee may participate in
the Plan effective as of any Award Date, by completing and delivering a payroll
deduction authorization to the Plan Administrator at least 7 days in advance of
the applicable Award Date in the manner specified by the Plan Administrator. A
Participant's payroll deduction authorization shall only be effective for the
Bonus to be received for the applicable Plan Year.
5. Payroll Deductions. An Eligible Employee may participate in the Plan
only through payroll deductions. After-tax payroll deductions shall be made from
the Bonus
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otherwise payable to each Participant for the Plan Year in such whole percentage
from 1% to 100% as the Participant shall authorize in his or her payroll
deduction authorization.
6. Changes in Payroll Deductions. Once the payroll deduction
authorization has been received by the Plan Administrator, the Participant may
not increase or decrease the amount of his or her payroll deduction
authorization for the applicable Plan Year.
7. Termination of Participation in Plan.
(a) Once the payroll deduction authorization has been received
by the Plan Administrator, the Participant may not voluntarily
terminate participation in the Plan with respect to the applicable Plan
Year.
(b) A Participant's participation in the Plan shall terminate
upon termination of his or her employment with the Company and its
Subsidiaries, or termination of status as an Eligible Employee, for any
reason. If a former Participant is no longer employed by the Company or
any Subsidiary, the Participant's accrued but unpaid Bonus, if any,
shall be paid to the former Participant in cash, without interest, as
soon as practicable following his or her termination of employment.
8. Purchase of Shares.
(a) On each Purchase Date, each Participant shall be deemed,
without any further action, to have purchased that number of whole
shares of Common Stock determined by dividing the dollar value of the
Participant's Bonus subject to his or her payroll deduction
authorization for the applicable Plan Year by the Purchase Price.
Except as provided in Section 17, in no event may a Participant
purchase shares of Common Stock prior to the Purchase Date in any Plan
Year.
(b) A stock certificate for whole shares of Common Stock
purchased by each Participant shall be issued as soon as practicable
after each Purchase Date. Stock certificates under the Plan shall be
issued, at the election of the Participant, in the Participant's name
or in the Participant's name and the name of another person as joint
tenants with right of survivorship or as tenants in common. A cash
payment shall be made to a Participant, without interest, for any
fraction of a share, if necessary.
(c) Each stock certificate evidencing whole shares of Common
Stock purchased by a Participant will be stamped or otherwise imprinted
with such legend as the Board requires.
(d) If on any Purchase Date Participants in the aggregate have
elected to purchase more shares of Common Stock than are available for
purchase under the Plan, each Participant shall be eligible to purchase
a reduced number of shares of Common Stock on a pro rata basis, and any
excess accrued but unpaid Bonus subject to his or her payroll deduction
authorization shall be returned to the Participant, without interest,
all as provided by rules and regulations adopted by the Plan
Administrator.
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9. Rights as a Share Owner. A Participant shall not be treated as the
owner of Common Stock until the Purchase Date of such Common Stock under the
Plan. As of the Purchase Date a Participant shall be treated as the record owner
of his or her shares purchased on such date pursuant to the Plan.
10. Rights Not Transferable; Restrictions on Transfers of Shares.
Rights under the Plan are not transferable by a Participant other than by will
or the laws of descent and distribution, and are exercisable during the
Participant's lifetime only by the Participant or by the Participant's guardian
or legal representative. No rights or payroll deductions of a Participant shall
be subject to execution, attachment, levy, garnishment or similar process. The
shares of Common Stock received under this Plan must be held for at least six
months following the Purchase Date.
11. Application of Funds. All funds of Participants received or held by
the Company under the Plan before purchase of the shares of Common Stock shall
be held by the Company without liability for interest or other increment.
12. Administration of the Plan. The Plan shall be administered by the
Plan Administrator. The Plan Administrator shall have authority to make rules
and regulations for the administration of the Plan, and its interpretations and
decisions with regard to the Plan and such rules and regulations shall be final
and conclusive.
13. Adjustments in Case of Changes Affecting Shares. In the event of
any dividend or other distribution (whether in the form of cash, Common Stock,
other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, exchange of Common Stock or other securities of the
Company, or other corporate transaction or event that affects the Common Stock:
(a) the number of shares of Common Stock approved for the Plan shall be
increased or decreased proportionately, and (b) the Board may determine, in its
sole discretion, that an adjustment is necessary or appropriate in order to
prevent dilution or enlargement of benefits or potential benefits intended to be
made available under the Plan.
14. No Corporate Action Restriction. The existence of the Plan and/or
the rights granted hereunder shall not limit, affect or restrict in any way the
right or power of the Board or the Company's share owners to make or authorize
(a) any adjustment, recapitalization, reorganization or other change in the
Company's or any Subsidiary's capital structure or its business, (b) any merger,
consolidation or change in the ownership of the Company or any Subsidiary, (c)
any issue of bonds, debentures, capital, preferred or prior preference stocks
ahead of or affecting the Company's or any Subsidiary's capital stock or the
rights thereof, (d) any dissolution or liquidation of the Company or any
Subsidiary, (e) any sale or transfer of all or any part of the Company's or any
Subsidiary's assets or business, or (f) any other corporate act or proceeding by
the Company or any Subsidiary. No Participant, Eligible Employee, beneficiary or
any other person shall have any claim against any member of the Board or the
Committee, the Plan Administrator, the Company, any Subsidiary or any employees,
officers, share owners or agents of the Company or any Subsidiary, as a result
of any such action.
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15. Notices. All notices or other communications by an Eligible
Employee or Participant to the Company under or in connection with the Plan
shall be deemed to have been duly given when received in the form specified by
the Company at the location, or by the person, designated by the Company for the
receipt thereof.
16. Amendments to the Plan. The Committee may, at any time, or from
time to time, amend or modify the Plan.
17. Termination of Plan. The Plan shall terminate upon the earliest of
(a) the fifth anniversary of the Effective Date, (b) the date no more shares of
Common Stock remain to be purchased under the Plan, and (c) the termination of
the Plan by the Board as specified below. The Board may terminate the Plan as of
any date. A Participant's accrued but unpaid Bonus, if any, shall be paid to the
Participant in cash, without interest, as soon as practicable following the
termination of the Plan.
18. Costs. All costs and expenses incurred in administering the Plan
shall be paid by the Company. Any costs or expenses of selling shares of Company
Stock acquired pursuant to the Plan shall be borne by the holder thereof.
19. Governmental Regulations. The Company's obligation to sell and
deliver its Common Stock pursuant to the Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such stock. Shares shall not be issued unless the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, state securities laws, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.
As a condition to the purchase of Common Stock under the Plan, the
Company may require the person purchasing such Common Stock to represent and
warrant at the time of any such purchase that the shares of Common Stock are
being purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of
law.
20. Governing Law. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the United States of
America and, to the extent not inconsistent therewith, by the laws of the State
of Delaware, without reference to the principles of conflict of laws thereof.
This Plan is not to be subject to the Employee Retirement Income Security Act of
1974, as amended. Any titles and headings herein are for reference purposes
only, and shall in no way limit, define or otherwise affect the meaning,
construction or interpretation of any provisions of the Plan.
21. Effect on Employment. The provisions of this Plan shall not affect
the right of the Company, any Subsidiary or any Participant to terminate the
Participant's employment with the Company or any Subsidiary.
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22. Withholding. The Company reserves the right to withhold from stock
or cash distributed to a Participant any amounts that it is required by law to
withhold.
23. Other Company Benefit and Compensation Programs. For purposes of
the determination of benefits under any other employee welfare or benefit plans
or arrangements, if any, provided by the Company or any Subsidiary (a) any
amounts deducted from a Participant's Bonus pursuant to the Participant's
payroll deduction authorization under Section 4 shall be deemed a part of a
Participant's compensation, and (b) payments and other benefits received by a
Participant under the Plan shall not be deemed a part of a Participant's
compensation, unless expressly provided in such other plans or arrangements, or
except where the Board expressly determines in writing. The existence of the
Plan notwithstanding, the Company or any Subsidiary may adopt such other
compensation plans or programs and additional compensation arrangements as it
deems necessary to attract, retain and motivate employees.
24. Effective Date. The Plan shall become effective on the Effective
Date.
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