修訂後的家樂氏離職福利計劃
簡介
家樂氏（以下簡稱「公司」）設立了家樂氏離職福利計劃（以下簡稱「計劃」），旨在減輕因突如其來的失業而對符合條件的員工造成的經濟負擔。該計劃旨在適用於以下情況：
(a)當家樂氏或其關聯企業（如下所定義）因以下原因終止了符合條件的僱員的就業：
1.工作人員減少；
2.公司設施或組件在公司設施內的搬遷；
3.公司設施的關閉或出售;
4.工作不足；
5.員工職位被裁定；或者
6.家樂氏ERISA行政委員會（以下簡稱「委員會」）全權批准的其他理由；或
(b)符合條件的員工因合理原因（如本處所定義）辭職，或拒絕接受一項替代就業的提議（不論此提議是由公司還是公司出售或分拆的買家提出的），從而觸發員工有權因合理原因辭職。根據（a）和（b）中描述的事件之一而終止在此處稱爲「符合條件的終止」。
爲了明確目的並避免混淆，公司的北美穀類業務將分拆給家樂氏公司（有時簡稱爲「WKKC」）並非符合條件的終止，包括在分拆日期之後從家樂氏公司轉至WKKC的個人。
本文件規定了最初於2024年8月1日生效，隨後於2024年10月1日修訂和重新制訂（「修正生效日期」）的計劃條款，除本文件另有規定外，取代並替換了所有在該日期之前適用於家樂氏或其任何關聯公司的合格員工的離職、裁員或類似政策或方案。儘管如上所述，在修正生效日期之前有效的計劃條款將繼續適用於公司在該日期或之前被告知其根據在修正生效日期或之前日子立即前一日生效的計劃下的解僱和相關福利的員工。
根據本計劃的目的，（a）「附屬公司」指家樂氏直接或間接擁有至少80%表決股權的任何子公司；但委員會可以自行決定，隨時排除某些附屬公司參與該計劃。WKKC及其直接擁有的子公司明確排除在該計劃之外；（b）「公司」指家樂氏和參與該計劃的附屬公司。
該計劃旨在構成《僱員退休收入安全法案》（ERISA）修訂後第3（1）條中定義的「僱員福利福利計劃」。
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應在所有方面遵循此意圖進行管理和解釋。本文件構成計劃的摘要計劃說明和計劃文件。
計劃參與
合格的員工
每位在家樂氏或其參與該計劃的任何關聯公司上全職或兼職工作的常規非工會美國僱員（包括非工會生產員工）可能有資格根據計劃獲得離職福利，如果員工滿足計劃中規定的所有條件。
爲了計劃資格而言，「全職基礎」表示員工正在公司積極就業，並根據僱主對全職的定義被歸類爲「全職」。在員工因其真實健康狀況或殘疾而將全職員工的正常工作時間安排減少的情況下，員工將被視爲爲了計劃資格而是以「全職基礎」就業。
根據計劃資格要求，「兼職基礎」意味着僱員在公司以兼職方式積極就業（每週最少20小時），而不是臨時或僅限於暑期（例如，合作學生，需要時特別項目）。
每位全職或兼職工作的僱員必須由僱主明確指定爲符合計劃下的解僱福利資格。只有從公司的正式工資表中支付的按勞法僱員才有資格享受計劃中的福利。
在公司發起的可能導致符合條件終止就業的行動期間處於已批准休假狀態的員工，將在批准休假期滿時，根據計劃考慮其獲得解職福利的資格。在此時，個體必須滿足所有必要前提條件，以符合已批准休假條款下恢復到活躍就業狀態，並且還必須滿足計劃的資格要求，以符合獲得解職福利的資格。
被排除的員工
以下個人明確不符合計劃的資格要求：
1.受集體談判協議約束的僱員的僱傭條件；
2.在他們失業終止日期之前，正在接受公司贊助的長期殘疾計劃或任何公司贊助的養老計劃的福利的個人；
3.公司未將其指定爲正式全職或兼職員工的臨時僱員;
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4.任何已簽署協議或另有約定以獨立承包商身份向公司提供服務的個人;
5.通過租賃實體支付租賃的僱員的報酬；
6.任何個人已通過合同明示或暗示地放棄了根據計劃獲得福利的權利；
7.任何處於試用期狀態的員工;
8.WKKC的任何僱員或其直接擁有的子公司的任何僱員;
9.任何被指定爲兼職推銷員的僱員；以及
10.任何被指定爲蘋果-顯示屏專家的員工。
參與終止
除非本文件其他地方有明確規定，員工在計劃下享有的解僱福利資格將在員工終止與公司僱傭關係之日終止。
解聘福利條件
根據以上規定，符合條件的員工若滿足以下所有條件，則可獲得離職補償。
1.符合條件的僱員在符合條件的終止情況下與公司的僱傭關係終止。儘管計劃中有任何相反的規定，但如果合格員工因本文件的「不符合資格獲得解聘福利的僱員」部分列出的任何原因而被解僱，則不會存在符合條件的終止情況。
2.員工在規定的時間內正確執行並提交給公司一份包括索賠豁免形式的離職協議（"離職協議和豁免索賠"），該協議由公司提供給他或她，並且之後不撤銷該離職協議和豁免索賠。對於所有6級及以上員工以及以下級別但可以訪問公司機密信息，包括但不限於商業祕密、客戶信息或其他機密或專有信息的員工， 離職協議和豁免索賠應包括不與之競爭的契約，其中包含時間限制、地理限制以及限制員工可以參與的活動，由公司根據員工在其離職的前12個月活躍就業日的工作職責和責任相應確定，考慮到員工對公司機密信息以及商業祕密、客戶信息或其他機密或專有信息的接觸等其他因素。離職協議和豁免索賠還應包括不進行招攬的契約
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the Company’s employees or customers or disparage the Company and other covenants and representations as determined by the Company in its sole discretion;
3.The Employee remains an active Employee of the Company until the ultimate date established by the Company as the Employee’s termination of employment, unless the termination is due to a resignation by the eligible Employee for Good Reason;
4.As requested by the Company, the Employee assists with the transition of his or her job duties and responsibilities to one or more individuals (which assistance may include the participation in telephonic or in-person conferences from time to time, after the Employee’s termination of employment);
5.The Employee complies with all policies and procedures of the Company (including policies related to the protection of confidential information and the return of Company property) through the date of the Employee’s termination of employment with the Company, including through the payment date of any severance benefit; and
6.The Employee assigns to the Company any patent applications filed during the Employee’s employment with the Company on a form acceptable to the Company.
Severance payments under the Plan are extra compensation to eligible Employees, not compensation that the Company is required to pay outside of the Plan. Therefore, a severance payment will be provided as consideration for the Employee’s execution of and compliance with the Severance Agreement and Release of Claims and any other agreement with the Company, and for the Employee’s cooperation in the Company’s transition efforts as described in item 4 above.
Employees Not Eligible to Receive Severance Benefits
The following individuals are not eligible to receive severance benefits under the Plan:
1.An Employee who refuses to accept an offer of alternative employment from the Company that would not trigger a right for the Employee to resign for Good Reason;
2.An Employee who accepts any offer of alternative employment with the Company (including a corporate relocation assignment) that does not trigger a right for the Employee to resign for Good Reason;
3.An Employee involved in the following activities: theft of Company property, workplace violence or intentional falsification of Company records;
4.An Employee whose employment is terminated for “cause,” as determined in the sole discretion of the Committee. For purposes of the Plan, “cause” means the Employee’s employment with the Company is terminated because of (a) the Employee’s willful engagement in conduct relating to the Employee’s employment with the Company for which either criminal or civil penalties may be sought; (b) the Employee’s deliberate disregard of any Company policy, including the Company’s insider trading policy, or the Company’s code of conduct; (c) the Employee’s acceptance of employment with or
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service as a consultant or advisor to an entity or person that is in competition with or acting against the interests of the Company; (d) the Employee’s disclosure or misuse of confidential information or material concerning the Company; (e) the Employee’s willful engagement in gross misconduct pursuant to which the Company has suffered a loss; or (f) the Employee’s willful and continued refusal to substantially perform the Employee’s then current duties at the Company in any material respect.
5.Unless otherwise provided in an agreement relating to the Employee’s termination from the Company, in the case of a sale or divesture by the Company (including, but not limited to, the sale or divestiture of a Company facility or business), an Employee who is offered employment by the buyer that does not trigger a right for the Employee to resign for Good Reason;
6.An Employee who voluntarily terminates employment without Good Reason or retires;
7.An individual who enters into a consultative arrangement with the Company which provides for compensation during the consulting period;
8.An Employee who is a Senior Executive who incurs an involuntary termination of employment in connection with a change in control of Kellanova or any Affiliate, as determined by the Committee; and
9.An Employee deemed ineligible for any other reason in the Committee’s sole discretion.
For purposes of the Plan, Good Reason means the occurrence of one or more of the following events without an eligible Employee’s consent, unless such event is fully corrected by the Company within 30 days following the Company’s receipt of written notification from the Employee of the occurrence of any of the following events (which notice must be provided to the Company within 30 days following the applicable event) and provided that the Employee actually terminates his or her employment with the Company after the Company’s failure to fully correct such occurrence after the Company’s aforementioned 30-day cure period: (i) a reduction in the Employee’s base salary or hourly wage rate; or (ii) a mandatory relocation of the geographic location of the Employee’s principal place of employment by more than 50 miles that is implemented by the Company. In addition, an offer of employment with WKKC or any of its Affiliates in connection with the spin-off of Kellanova’s North American cereal business to WKKC, whether before or after the spin-off, will not constitute Good Reason.
HOW THE PLAN WORKS
Nature of Severance Payments
An eligible Employee will be entitled to receive a lump-sum severance payment in accordance with the then-current payroll practice in the same manner (such as by direct deposit) as he or she had previously received base pay or base salary. The severance payment will be made as of the first payroll period following the expiration of the revocation period (or as soon as administratively feasible thereafter) for the Employee’s executed Severance Agreement and Release of Claims (or as soon as administratively feasible thereafter); in the event that the period for execution of the Severance Agreement and Release of Claims spans two calendar years,
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payment of the severance payment will be made in the second calendar year. The severance payment will not be considered “compensation” or otherwise included for benefit calculation purposes under any retirement plan of the Company.
Forfeiture/Clawback/Return of Benefits
If the Company determines that an Employee or former Employee has breached any term contained in the Employee’s Severance Agreement and Release of Claims or in any other agreement with the Company, the Employee shall forfeit any then-unpaid portion of the Employee’s severance benefits hereunder and will be required to repay to the Company any severance benefits previously paid to such Employee or former Employee. Such amount to be repaid shall be immediately due and payable without notice and the Employee or former Employee shall be liable for all expenses, including costs and attorney fees, incurred by the Company in connection with recovery of amounts due to the Company as a result of such breach. The Company may offset the amount of such severance benefits to be repaid from sums otherwise due to the Employee (such as any non-qualified retirement plan payments).
AMOUNT OF SEVERANCE PAY
The total lump-sum payment amount of an eligible Employee’s severance payment will be based on the Employee’s current pay grade and weeks of pay determined by years of Service as of the Employee’s termination of employment, as set forth below, but reduced by the number of weeks of severance pay the Employee previously received under any prior version of the Plan (or any other similar plan maintained by the Company or any Affiliate), if any:
1.Level 1 - 3: One Week of Pay for each year of Service (subject to a minimum of six weeks and a maximum of 26 weeks).1
2.Level 4 - 5: 1.5 Weeks of Pay for each year of Service (subject to a minimum of 16 weeks and a maximum of 39 weeks).
3.Level 6+: two Weeks of Pay for each year of Service (subject to a minimum of 26 weeks and a maximum of 52 weeks).
4.Senior Executives and Chief Executive Officer: Two years (104 Weeks) of Pay, provided that the actual Plan benefit of the Chief Executive Officer and each Senior Executive including, but not limited to, the amount of severance pay, and the terms and conditions for receipt of the benefit is subject to the review and approval of the Compensation and Talent Management Committee of the Company’s Board of Directors.
An eligible Employee may receive severance benefits in addition to those described in this document only with the written approval of the Company’s Chief Human Resources Officer and the Company’s Chief Legal Officer.
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1 Level 1-3 includes all non-union hourly employees who have not otherwise been specifically designated a level.
Offsets
Nothing in this Plan shall be construed to provide separation pay or benefits that are duplicative of any separation pay, including the payment of salary-based guaranteed compensation, or benefits provided to a Participant pursuant to any Other Severance Arrangement. If an eligible Employee transferred to the U.S. from a foreign Affiliate, the severance payment provided under the Plan shall be reduced (but not below the minimum benefit for the Employee’s pay grade at the time of the Employee’s termination of employment) by the amount of any severance or separation pay and benefits and/or salary-based guaranteed compensation payments the Employee previously received under the terms of any Other Severance Arrangement as a result of the Employee’s transfer to the U.S. In addition, the severance payment provided under the Plan shall be reduced (but not below zero) by the amount of any severance or separation pay and benefits and/or salary-based guaranteed compensation payments provided for as of the Employee’s termination of employment under the terms of any Other Severance Arrangement.
Definitions
For purposes of calculating the severance pay set forth above, the following definitions will apply:
Week of Pay
A Week of Pay for exempt and nonexempt Employees is defined as follows:
1.Exempt Employees:
Current bi-weekly base salary (or average of prior 26 bi-weekly equivalents for commissioned Employees or commission plus base) x 26 (pay periods per year) divided by 52 (weeks).
Base salary shall include employee contributions to a Company-sponsored 401(k) plan and nonqualified plans, and contributions to a health savings account or a health care or dependent care spending account under any Company-sponsored flexible benefit plan.
2. Nonexempt Employees:
The current hourly base rate (or the equivalent hourly rate in the case of salaried Employees) multiplied by the normally scheduled number of work hours per week or 40 hours, whichever is less.
If a nonexempt Employee is paid at more than one hourly rate, the “current hourly base rate” is determined by calculating a weighted average of all hourly rates on which the Employee’s earnings were based for the 30-day period immediately preceding the effective date of the termination.
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Service
Service is all years and months of service credited to the Employee from the Employee’s most recent hire date and while employed on a full-time or part-time basis, by the Company or any of its Affiliates that participate in the Plan, as those terms are defined in the “Eligible Employees” section.
Senior Executive
A Senior Executive is an Employee who is a direct report to Chief Executive Officer or an Employee who has been expressly designated in writing as a Senior Executive for purposes of the Plan by the Compensation & Talent Management Committee.
Other Severance Arrangement
An Other Severance Arrangement is (i) any written employment, severance, consulting or similar agreement (including an offer letter) to which the applicable Participant and the Company are party (other than the Plan); (ii) any other severance plan, policy or arrangement in which the Participant participates, including any change in control policy that covers the Participant; (iii) any statutory severance scheme applicable to the Participant, including, without limitation, the Worker Adjustment and Retraining Notification Act of 1988; and (iv) any similar state or local statute to the extent not preempted by ERISA. For clarity, the Company’s qualified and non-qualified retirement plans are not considered Severance Arrangements for purposes of this paragraph and amounts payable under this Plan shall not be reduced as a result of amounts payable under such qualified and non-qualified retirement plans.
VACATION PAY, ACCRUED BONUS AND STOCK OPTIONS
No additional vacation days or PTO will accrue after the Employee’s severance date. The Employee will be entitled to receive any accrued but unused vacation/PTO pay as of the Employee’s severance date per the vacation/PTO policy. Vacation pay/PTO cannot be used to extend an Employee’s employment beyond the ultimate date established by the Company as the date of the Employee’s termination of employment.
An Employee may be eligible, at the Company’s sole discretion, to receive an AIP bonus for the year in which the Employee’s severance date occurs, prorated for the number of calendar days in the year before the date of Employee’s termination of employment. No bonus accrual is possible after an Employee’s termination of employment. Any bonus paid to an Employee who has received a severance payment under the Plan will be calculated according to the terms of the AIP. Any bonus awarded to the Employee will be paid in the month of March following the year in which termination of employment occurred.
The treatment of any eligible Employee’s stock options, restricted stock awards, restricted stock unit awards, performance stock unit awards will be governed by the terms and conditions of those awards as provided by the applicable plan documents.
Employees who have received severance payments under this Plan are not considered eligible for new awards with respect to stock options, restricted stock awards, restricted stock unit awards, or performance stock unit awards.
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BENEFITS
Health Insurance
An Employee who has received a severance payment will no longer be eligible for medical, dental, prescription drug and vision coverage, effective as of the date of termination of employment. Such Employees and their eligible dependents, can continue their coverage in these benefits under the federal law known as “COBRA.” The Employee and any eligible dependents will only be required to pay the monthly premium or contribution rate for the coverage applicable to “active” Employees during the number of weeks immediately following the Employee’s termination of employment that corresponds to weeks of pay used for determining the amount of the Employee’s severance payment (not to exceed 18 months). No employer contribution to a health savings account will be made for an Employee following the Employee’s termination of employment. Employees will be eligible for Employee Assistance Program (“EAP”) services during the number of weeks immediately following the Employee’s termination of employment that corresponds with the weeks of pay used for determining the amount of the Employee’s severance payment (not to exceed 18 months), to the extent those services are provided by the Employer and otherwise in accordance with the terms of the relevant EAP plan.
Life Insurance and Voluntary Programs
Employee may be eligible to continue basic and supplemental life insurance benefits following his or her termination of employment by purchasing an individual conversion policy, subject to the terms of the applicable policy. Employees should contact the insurance carrier for information regarding individual conversion policies.
Disability Benefits
Coverage under the Company’s disability programs ends as of the Employee’s termination of employment. However, if an eligible Employee incurred a disability, as defined under the short-term disability program that applies to the Employee, before the Employee’s termination of employment and qualifies for benefits under that short-term disability program, the Employee may receive benefits pursuant to the terms of that program.
In addition, if an eligible Employee incurred a disability, as defined under the long-term disability program that applies to the Employee, before the Employee’s termination of employment and later qualifies for benefits under that long-term disability program, the former Employee may receive benefits pursuant to the terms of that program as long as the former Employee remains disabled under the terms of that program.
Financial Planning Services
Employer-provided financial planning services will end as of the Employee’s termination of employment; however, if the Employee was eligible for those services prior termination of employment, tax preparation benefits will extend throughout the calendar year in which the termination of employment occurred.
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Tuition Reimbursement
Under the Kellanova tuition reimbursement program, an Employee will be eligible for reimbursement for eligible courses that started prior to the Employee’s termination of employment up to the maximum allowed under the program and otherwise in accordance with the terms of the program.
Other Benefits
Unless otherwise provided in this document or with the written approval of the Company’s Chief Human Resources Officer and Chief Legal Officer, all other coverage in policies, programs, plans and perquisites will end as of the Employee’s termination of employment.
ACTIVE PLACEMENT ASSISTANCE
Active placement assistance will be provided to an eligible Employee. The duration of such assistance is based upon the Employee’s then-current pay grade, as of the date of the Employee’s termination of employment, as set forth below:
1.Level 1 - 2: one month of active placement assistance.2
2.Level 3: three months of active placement assistance.
3.Level 4 - 5: six months of active placement assistance.
4.Level 6+: nine months of active placement assistance.
5.Senior Executives and Chief Executive Officer: 12 months of active placement assistance.
2 Level 1-2 includes all non-union hourly employees who have not otherwise been specifically designated a level.
SEVERANCE BENEFITS CONTINGENT UPON UNREVOKED SEVERANCE AGREEMENT AND RELEASE OF CLAIMS
Before the payment of severance, an eligible Employee will be given the Severance Agreement and Release of Claims that is described in the section above called “Conditions for Severance Benefits.” The Employee will be informed of the deadline for signing and returning the Severance Agreement and Release of Claims to the Company and of any applicable revocation period.
The entitlement to any severance payment under this Plan is contingent upon the Employee’s submission of an executed and unrevoked Severance Agreement and Release of Claims. Therefore, if an Employee fails to submit a signed Severance Agreement and Release of Claims to the Company, or submits a signed Severance Agreement and Release of Claims but later revokes it within the revocation period, no severance payment will be paid to the Employee.
Other Obligations
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Any obligations or duties of an eligible Employee pursuant to any other agreement with the Company will be governed solely by the terms of that agreement and will not be affected by the terms of the Plan.
GENERAL PROVISIONS
Integration, Offsets and Taxes
All amounts owed by the Employee to the Company under any program or policy, including but not limited to, bridge loan repayments, personal charges on Company-provided credit cards, vacation overpayments, short-term disability overpayments, amounts due under relocation and tax equalization policies, or any other debts, may, at the Company’s sole discretion, be deducted from the severance payment in satisfaction of the amount the Employee owes the Company under such policies, subject to the limitations of any state wage deduction statute.
Severance pay is subject to federal and state taxes and local taxes if required, at the applicable rate.
Payment of Benefits in Case of Incompetency
If an Employee entitled to severance pay becomes physically or mentally incapable of receiving or acknowledging payment of such benefit, the Committee, upon receipt of satisfactory evidence of such legal incapacity may, in its sole discretion, cause such severance payment to be paid to some other person, persons, or institution on behalf of the Employee.
Payment of Benefits in Case of Death
In the event that an eligible Employee dies after signing a Severance Agreement and Release of Claims which has not been revoked by the Employee prior to death, but before receipt of the severance payment to which he or she was entitled under the Plan, a lump-sum payment of the severance pay will be distributed to the estate of the Employee. If, however, an otherwise eligible Employee dies prior to signing a Severance
Agreement and Release of Claims, no severance pay will be paid to the estate of the Employee or to anyone else.
Assignment of Benefits
Any assignment of all or part of an eligible Employee’s severance pay is void under the terms of the Plan. For example, creditors cannot claim an Employee’s severance pay to satisfy such his or her debts. In addition, an Employee cannot give, sell, assign, pledge or otherwise transfer his or her severance pay to someone else or use it as collateral for a loan.
Governing Law
Except to the extent superseded by ERISA, the laws of the State of Michigan, other than its laws regarding choice of law, will be controlling in all matters relating to the Plan.
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PLAN COSTS
Kellanova and its Affiliates pay the cost of providing benefits under the Plan out of their general assets. There is no cost to the Plan participants.
PLAN AMENDMENT AND TERMINATION
Kellanova reserves the right to amend or terminate the Plan at any time, by written resolution of its Board of Directors or by both the Chief Legal Officer and the Chief Human Resources Officer of Kellanova, each of which has been delegated this authority in the Benefit Plan Transactions Resolution of the Board of Directors dated April 29, 2005.
The Plan may be amended in any way, including, but not limited to, changing the amount of severance benefits that an Employee may receive, even if the amendment reduces, in whole or in part, or terminates an amount of severance benefits, or excludes one or more classes of individuals from coverage under the Plan. Except as expressly authorized by the Plan or the Committee, in any action causing the termination of any severance benefits or the entire Plan, no further severance benefits will be provided other than for terminations occurring before the date of such action. Notice of a Plan amendment or termination may, but need not, be given unless required by law.
At any given time, amendments to the Plan may have been adopted by Kellanova that have not yet been reflected in this written document. In addition, from time to time the Committee may evidence the exercise of discretion on Plan matters in the form of written “Administrative Rulings.” Copies of any such ruling will also be sent to you if you send a written request for them addressed to the Committee. The Committee may assess a reasonable charge to provide any requested copies.
HOW THE PLAN IS ADMINISTERED
Committee
The Plan is administered by the Kellanova ERISA Administrative Committee (Committee). In its role as Plan Administrator, the Committee must administer the Plan in a uniform and non-discriminatory manner, and in accordance with its terms. The Committee will have full power to administer the Plan in all of its
details. From time to time as it deems necessary or advisable for effective Plan administration, the Committee may appoint a sub-committee or individuals to act as its representatives in matters affecting the Plan. The Committee’s powers will include, but will not be limited to, the following authority, in addition to all other powers provided by the Plan:
1.To make, enforce, amend or rescind such rules and regulations as the Committee deems necessary or proper for the efficient administration of the Plan;
2.To interpret the Plan, with the Committee’s interpretations thereof to be final and conclusive on all persons claiming benefits under the Plan;
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3.To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan and to receive benefits provided under the Plan;
4.To authorize the payment of benefits; and
5.To appoint such agents, counsel, accountants, consultants, and actuaries as may be required to assist in administering the Plan.
The Company’s Chief Human Resources Officer and the Company’s Chief Legal Officer may together, in their sole discretion, grant exceptions to the Plan. For avoidance of doubt, in the event such an exception is granted, the Company may require changes to any other Company benefit or Employee obligation, including but not limited to withholding from an Employee, any other Company retirement benefit (e.g., retiree healthcare), or extending non-compete or non-solicitation obligations.
Claims
Claims for benefits under the Plan must be submitted in writing to the EPIC Service Center or the Committee within 60 days of the effective date of the claimant’s last day worked (or, if later, the date on which the claim arose). The Committee will provide written notice to any claimant within 60 days of the date a claim is filed if such claim for benefits hereunder has been denied. The Committee’s 60-day determination period may be extended under certain circumstances. Any notice of adverse benefit determination under the Plan will state the specific reason(s) for determination; reference specific Plan provision(s) on which the determination is based; describe additional material or information necessary to complete the claim and why such information is necessary, describe Plan procedures and time limits for appealing the determination, and the claimant’s right to obtain information about those procedures and the right to sue in federal court; and disclose any internal rule, guidelines, protocol or similar criterion relied on in making the adverse determination (or state that such information will be provided free of charge upon request).
If a claim is denied in whole or in part, the claimant may request a review of the claim by the Committee by filing with or mailing to the Committee a written request within 60 days after the claim has been denied. A claimant will have the opportunity to submit written comments, documents, or other information in support of his or her appeal. A claimant will have access to all relevant documents as defined by applicable U.S. Department of Labor regulations. The review of an adverse benefit determination will take into account all new information, whether or not presented and available at the initial determination. No deference will be afforded to the initial determination.
The claimant will receive a fair review of the claim by the Committee and be advised in writing of the disposition of the claim within 60 days after the request for review. Under special circumstances, a 60-day extension may be requested by the Committee, in which case the claimant will be notified in writing. If an extension is necessary due to the claimant’s failure to submit the information necessary to decide the appeal, the notice of extension will specifically describe the required information, and the claimant will be afforded at least 60 days from receipt of the notice to provide the specified information. If the claimant delivers the requested information within the time frame specified, the 60-day extension of the appeal period will begin
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after the claimant has provided such information. If the claimant fails to provide the requested information within the time frame specified, the Committee may decide the claimant’s appeal without that information.
Limitation on Legal Actions
No person may bring any legal or equitable action to recover benefits under the Plan, prior to a final determination under the claims review procedures, or after the expiration of one year from the date of the final determination.
No person may bring any legal or equitable action to recover benefits under the Plan except in federal district court in the Western District of Michigan.
Severability
If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provisions of the Plan and will be construed and enforced as if such provision had not been included herein.
No Right to Employment
Nothing in the Plan will be construed as giving any person the right to be retained in the employment of Kellanova or any of its Affiliates.
Compliance With Certain Tax Laws
Payments and benefits under this Plan are intended to be exempt from or comply with the Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”); accordingly, to the maximum extent permitted, this Plan will be interpreted to be exempt from or in compliance therewith. Specifically, whether an eligible Employee has a “termination of employment” for purposes of any provision of this Plan providing for the payment of any amounts or benefits upon or following a termination of employment is determined by reference to whether the eligible Employee has had a “separation from service” under Section 409A. For purposes of Section 409A, an eligible Employee’s right to receive any installment payments pursuant to this Plan is treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Plan specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the Company. To the extent that reimbursements or other in-kind benefits under this Plan constitute “nonqualified deferred compensation” for purposes of Section 409A, (a) all expenses or other reimbursements hereunder will be made on or before the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (b) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (c) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
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STATEMENT OF ERISA RIGHTS
As a participant in the Plan, Employees are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:
1.Examine, without charge, at the Committee’s office and at other specified locations, such as work sites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series) filed with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration, and
2.Obtain, up on written request to the Committee, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Committee may make a reasonable charge for the copies.
In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of the Plan participants. No one, including the Company or any other person, may fire an Employee or otherwise discriminate against an Employee in any way to prevent an Employee from obtaining a benefit or exercising the Employee’s rights under ERISA.
If an Employee’s claim for a benefit is denied or ignored, in whole or in part, the Employee has a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps an Employee can take to enforce the above rights. For instance, if an Employee requests a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, the Employee may file suit in a Federal court. In such a case, the court may require the Committee to provide the materials and pay the Employee up to $110 a day until the Employee receives the materials, unless the materials were not sent because of reasons beyond the control of the Committee. If an Employee has a claim for benefits that is denied or ignored, in whole or in part, the Employee may file suit in a state or federal court.
If an Employee is discriminated against for asserting his rights, the Employee may seek assistance from the
U.S. Department of Labor or may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If the Employee is successful, the court may order the person he has sued to pay these costs and fees. If the Employee loses, the court may order the Employee to pay these costs and fees; for example, if it finds the claim is frivolous.
If an Employee has any questions about the Plan, he should contact the Committee. If an Employee has any questions about this statement or about his rights under ERISA, he should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in his telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefit Security Administration,
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U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. Employees may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefit Security Administration.
IMPORTANT INFORMATION ABOUT YOUR SEVERANCE PLAN
Name of Plan Kellanova Severance Benefit Plan
Type of Plan The Plan is a welfare benefit plan providing specified severance benefits.
Employer Identification No. 38-3020060
Plan Number 701
Plan Sponsor Kellanova
Plan Administrator ERISA Administrative Committee Attn: GBS KNA Benefits
5300 Patterson Ave, SE, Suite 200 Grand Rapids, MI 49512
Phone 1-877-694-7554
Agent for Service of Legal Process Service of legal process may be served upon the Committee.
Plan Records The fiscal records of the Plan are kept on a plan year basis, January 1 – December 31.
AMENDED AND RESTATED KELLANOVA SEVERANCE BENEFIT PLAN
This Plan is hereby amended and restated as set forth in the attached document. This restatement is effective October 1, 2024.
By: /s/ Todd Haigh
Todd Haigh
Chief Legal Officer
Date: 9/30/2024
By: /s/ Melissa Howell
Melissa Howell
Chief Human Resources Officer
Date: 9/30/2024
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