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1.	To elect four Directors for a three-year term to expire at the 2023 Annual Meeting of Shareowners;

2.	To vote on an advisory resolution to approve executive compensation;

3.	To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP for our 2020 fiscal year;

4.	To approve the amendment and restatement of the Kellogg Company 2002 Employee Stock Purchase Plan;

5.	To consider and act upon a management proposal to declassify our Board of Directors;

6.	To consider and act upon a Shareowner proposal to adopt a simple majority vote, if properly presented at the meeting; and

7.	To take action upon any other matters that may properly come before the meeting, or any adjournments thereof.

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•	by submitting written notice of revocation to our Secretary;

•	by submitting another proxy by telephone, via the Internet or by mail that is later dated and, if by mail, that is properly signed; or

•	by voting in person at the meeting.

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(1)

According to a Schedule 13G/A filed with the SEC on February 12, 2020, the W.K. Kellogg Foundation Trust (the “Kellogg Trust”) shares voting and investment power with the W.K. Kellogg Foundation (the “Kellogg Foundation”) and the trustees of the Kellogg Trust with respect to 62,731,838 shares of Kellogg Company, or 18.4% of our outstanding shares on December 31, 2019. As of that date, the trustees of the Kellogg Trust were Steve Cahillane, Ramón Murguía, La June Montgomery Tabron and Northern Trust Company. The Kellogg Foundation, a Michigan charitable corporation, is the sole beneficiary of the Kellogg Trust. Under the agreement governing the Kellogg Trust (the “Agreement”), at least one trustee of the Kellogg Trust must be a member of the Kellogg Foundation’s Board, and one member of our Board must be a trustee of the Kellogg Trust. The Agreement provides if a majority of the trustees of the Kellogg Trust (which majority must include the corporate trustee) cannot agree on how to vote the Kellogg stock, the Kellogg Foundation has the power to direct the voting of such stock. With certain limitations, the Agreement also provides that the Kellogg Foundation has the power to approve successor trustees, and to remove any trustee of the Kellogg Trust. The shares of Kellogg Company owned directly by Mr. Cahillane and Ms. Montgomery Tabron are reflected in the Officer and Director Stock Ownership table below.

(2)

According to a Schedule 13G/A filed with the SEC on February 12, 2020, Northern Trust Corporation has sole voting power for 442,330 shares, shared voting power for 65,660,489 shares (including those shares beneficially owned by the Kellogg Trust), sole investment power for 1,838,819 shares and shared investment power for 63,856,611 shares (including those shares beneficially owned by the Kellogg Trust). Northern Trust Corporation, as parent holding company for The Northern Trust Company, as trustee of the Kellogg Trust, shares voting and investment power with the other three trustees with respect to the 62,731,838 shares owned by the Kellogg Trust, which shares are reflected in Northern Trust Corporation’s totals above. The remaining shares not owned by the Kellogg Trust that are disclosed in the table above represent shares beneficially owned by Northern Trust Corporation and The Northern Trust Company unrelated to the Kellogg Trust.

(3)	According to a Schedule 13G/A filed with the SEC on February 5, 2020, BlackRock, Inc. has sole voting power for 24,404,490 shares and sole investment power for 27,118,644 shares.

(4)	According to a Schedule 13G/A filed with the SEC on February 7, 2020, Gordon Gund has sole voting power for 23,979,911 shares, shared voting power for 191,869 shares, sole investment power for 0 shares and shared

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(5)	According to a Schedule 13G/A filed with the SEC on January 10, 2020, KeyCorp, as trustee for certain Gund family trusts, including the trusts discussed under (4) below, as well as other trusts, has sole voting power for 53,212 shares, shared voting power for 5,349 shares, sole investment power for 24,100,613 shares and shared investment power for 25,050 shares.

(6)	According to a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group has sole voting power for 380,188 shares, shared voting power for 108,537 shares, sole investment power for 20,083,600 shares and shared investment power for 463,972 shares.

*	Less than 1%.

(1)

Represents the number of shares beneficially owned, excluding shares which may be acquired through exercise of stock options and units held under our deferred compensation plans. Includes (i) restricted stock units that vested within 60 days of January 15, 2020; and (ii) the following number of shares held in Kellogg’s Grantor Trust for Directors and Executives related to the annual grants of deferred shares for Non-Employee Directors, which shares are subject to restrictions on voting and investment: Dr. Burns, 16,092 shares; Mr. Cast, 7,475 shares; Mr. Dreiling, 9,764 shares, Mr. Gillum, 3,245 shares; Mr. Zachary Gund, 13,901 shares; Mr. Jenness, 26,735 shares; Mr. Knauss, 37,578 shares; Ms. Laschinger, 20,260 shares; Ms. Mann, 3,245 shares; Ms. Montgomery Tabron, 16,092 shares; Ms. Tastad 11,196 shares; and all Directors as a group, 165,583 shares.

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(2)	Represents options that were exercisable on January 15, 2020 and options that become exercisable within 60 days of January 15, 2020.

(3)	Represents the number of common stock units held under our deferred compensation plans as of January 15, 2020. For additional information, refer to “2019 Director Compensation and Benefits — Elective Deferral Program” and “Compensation Discussion and Analysis — Compensation Policies — Deductibility of Compensation and Other Related Issues” for a description of these plans.

(4)	None of the shares listed have been pledged as collateral.

(5)

Includes: (i) 3,657 shares held by a trust for the benefit of Mr. Zachary Gund and certain members of his family, of which Mr. Zachary Gund is one of several trustees; (ii) 9,200 shares held in a trust for the benefit of certain members of Mr. Zachary Gund’s family, of which a family member of Mr. Zachary Gund’s is the trustee; and (iii) 1,619,000 shares held in family partnerships, the partners of which include a trust for the benefit of Mr. Zachary Gund and he serves as a manager of these partnerships. As a result of these relationships, Mr. Zachary Gund may have voting and dispositive power over all such shares. Mr. Zachary Gund disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

(6)	Does not include shares owned by the Kellogg Trust, as to which Mr. Cahillane and Ms. Montgomery Tabron, as trustees of the Kellogg Trust as of the date of this table, hold voting and investment power, or shares as to which the Kellogg Trust or the Kellogg Foundation have a current beneficial interest.

(7)	Mr. Banati was appointed our CFO effective July 1, 2019.

(8)	Mr. Khan departed Kellogg effective June 30, 2019.

(9)

Includes 3,657 shares held by a trust for the benefit of the applicable Director and certain family members, of which the applicable Director disclaims beneficial ownership except to the extent of the applicable Director’s pecuniary interest; 9,200 shares held in a trust for the benefit of certain family members of the applicable Director, of which the applicable Director disclaims beneficial ownership except to the extent of the applicable Director’s pecuniary interest; 1,619,000 shares held in family partnerships, of which the applicable Director disclaims beneficial ownership except to the extent of the applicable Director’s pecuniary interest; 85 shares held in a trust, of which the applicable Director and his wife share voting and investment power; and 1,021 shares held in our Savings & Investment Plans.

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•	A majority of the Directors, and all of the members of the Audit Committee, Compensation and Talent Management Committee (“C&T Committee”), and Nominating and Governance Committee, are required to meet the independence requirements of the New York Stock Exchange and the SEC.

•	One of the Directors is designated a Lead Director, who chairs and may call executive session meetings of the independent, non-employee Directors, approves proposed meeting agendas and schedules, and establishes a method for Shareowners and other interested parties to communicate with the Board.

•	The Board reviews CEO succession planning at least once per year.

•	The Board and each Board committee have the power to hire independent legal, financial or other advisors as they may deem necessary, at our expense.

•	The Corporate Governance Guidelines provide that non-employee Directors meet in executive session at least three times annually. As a general practice, the non-employee Directors meet in executive session at each in-person Board meeting, and did so in 2019. The non-employee Directors also meet in executive session at most in-person Committee meetings.

•	The Board and Board committees conduct annual performance evaluations to assess whether the Board, its committees, and the Directors are functioning effectively.

•	The independent members of the Board use the recommendations from the Nominating and Governance Committee and C&T Committee to conduct an annual review of the CEO’s performance and determine the CEO’s compensation.

•	Non-employee Directors who change their principal responsibility or occupation from that held when they were elected shall offer his or her resignation for the Board to consider the continued appropriateness of Board membership under the circumstances.

•	Directors have direct and regular access to officers and employees of the Company and can initiate contact or meetings directly or through the CEO or Secretary.

•	Continuing education is provided to Directors consistent with our Board education policy.

•	No Director may be nominated for a new term if he or she would attain the age limit of seventy-two or older at the time of election, unless the Board determines that it is in the best interest of Kellogg to re-nominate the independent Director for additional terms due to his or her unique capabilities or special circumstances.

•	No Director shall serve as a director, officer or employee of a competitor.

•	No Director should serve on more than four other public company boards, in addition to Kellogg.

•	All Directors are expected to comply with stock ownership guidelines for Directors, under which they are generally expected to hold at least five times their annual cash retainer in stock and stock equivalents.

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(1)	Mr. Cahillane is not a formal member of any Committee (other than Executive) and attends meetings for each committee.

(2)	Mr. Gillum was elected as Director and his initial term commenced on February 21, 2019. Mr. Gillum was re-elected to a three-year term at the 2019 Annual Shareowners' Meeting.

(3)	Ms. Mann was elected as Director and her initial term commenced on February 21, 2019. Ms. Mann was re-elected to a three-year term at the 2019 Annual Shareowners' Meeting.

(4)	Ms. Cynthia Milligan retired from the Board in 2019. Consequently, she is not included in the table above because she was not a member of the Board of Directors as of December 28, 2019. During 2019, Ms. Milligan served on the Manufacturing and Executive Committees and was the Chair of the Social Responsibility and Public Policy Committee

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(1)	The amount reflects the aggregate dollar amount of all fees earned or paid in cash for services as a non-employee Director. Differences reflect time on the Board during 2019, timing of quarterly payments, and cash retainers paid to Committee Chairs and the Lead Director.

(2)

The amount reflects the grant-date fair value calculated in accordance with FASB ASC Topic 718 for the annual grant of 2,701 deferred shares of common stock. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019. The grant-date fair value of the stock-based awards will likely vary from the actual value the Director receives. The actual value the Director receives will depend on the number of shares and the price of our common stock when the shares or their cash equivalent are distributed. The number of shares of common stock held by each of our Directors is shown under “Security Ownership — Officer and Director Stock Ownership” on page 5 of this proxy statement.

(3)	Kellogg does not grant stock options to non-employee Directors.

(4)	Kellogg does not have a non-equity incentive plan for non-employee Directors.

(5)	Kellogg does not have a pension plan for non-employee Directors and does not pay above-market or preferential rates on non-qualified deferred compensation for non-employee Directors.

(6)	Mr. Gillum began his initial term on February 21, 2019. The amount reflects the prorated portion of the stock awards granted for his service as a Director prior to the 2019 Annual Meeting of Shareowners. This grant was an addition to the stock awards granted in May 2019 to all of the then-current non-executive Directors for service after the 2019 Annual Meeting of Shareowners.

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(7)	Ms. Mann began her initial term on February 21, 2019. The amount reflects the prorated portion of the stock awards granted for her service as a Director prior to the 2019 Annual Meeting of Shareowners. This grant was an addition to the stock awards granted in May 2019 to all of the then-current non-executive Directors for service after the 2019 Annual Meeting of Shareowner.

(8)	Ms. Milligan retired as a Director at the 2019 Annual Meeting of Shareowners. The amount reflects compensation she received for her service as Director until the 2019 Annual Meeting of Shareowners.

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A.	Key Decisions Summary – an overview of compensation decisions and program updates.

B.	Core Principles – the fundamental tenets upon which our compensation program is built, such as “pay for performance.”

C.	Compensation Approach – the process used to develop plan design, set compensation, and verify that actual pay is consistent with our Core Principles.

D.	Compensation Plans and Design – the specific elements of the compensation program and 2019 pay.

E.	Compensation Policies – key policies that govern the operation of the plans.

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•	provide a competitive level of total compensation necessary to attract and retain key talent to help deliver successful business performance;

•	appropriately motivate our NEOs to contribute to our near-and long-term success; and

•	help drive long-term total return for our Shareowners.

•	Pay for Performance,

•	Shareowner Alignment,

•	Values-Based, and

•	Mitigating Risk.

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•	acting with integrity and showing respect;

•	being accountable for our actions and results;

•	being passionate about our business, our brands and our food;

•	having the humility and hunger to learn;

•	striving for simplicity; and

•	loving success.

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•	The independent compensation consultant presents the Committee with relevant compensation information such as a market assessment, Compensation Peer Group benchmarking data, information about other relevant market practices, and emerging trends.

•	This compensation information provides detailed information for both CEO compensation and the compensation for other NEOs.

•	The independent consultant makes recommendations to the Committee regarding target levels for each pay element for the CEO, and the CEO makes recommendations to the Committee regarding the performance and compensation for each NEO (other than himself).

•	Based on its review of performance versus our operating plan, performance against the Performance Peer Group, individual performance, input from the independent compensation consultant and other factors, the Committee makes recommendations to the independent members of the Board regarding the compensation for the CEO and the other NEOs.

•	The independent members of the Board determine the compensation of the CEO and the other NEOs.

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•	Corporate net sales. Corporate AIP Net Sales growth was 1.9% against a target of 2.3%.

•	Corporate operating profit. Corporate AIP Operating Profit performance declined (4.9)% against a target of (3.5)%.

•	AMEA net sales. AMEA AIP Net Sales growth was 25.3% against a target of 23.3%.

•	AMEA operating profit. AMEA AIP Operating Profit growth was 13.8% against a target of 18.6%.

•	North America net sales. North America AIP Net Sales performance declined (3.3)% against a target of (1.8)%.

•	North America operating profit. North America AIP Operating Profit performance declined (4.9)% against a target of (1.2)%.

•	Food safety and quality measures. The Company continues to drive strong programs across the network, and was above target for Corporate, AMEA and North America, with strong performance in plant audits and a significant reduction in consumer complaints.

•	Diversity and inclusion. The Company continues its focus on diversity and inclusion as an important enabler to its business. In 2019, the Company was above target for Corporate and AMEA but was slightly below target in North America, based on its results on hiring, promotions and turnover.

•	People safety. The Company was above target for Corporate, AMEA and North America on its people safety metrics, and improved upon 2018 actual results in total recordable incidents, loss time incidents, and hand injuries.

•	actual performance that was slightly below the targets for AIP Net Sales and AIP Operating Profits;

•	the Company’s improved organic net sales performance that was the highest since 2012 and grew in each region of the business, and was slightly higher than the median of our Performance Peer Group;

•	continuing the Company’s Deploy for Growth Strategy;

•	progress against the Company’s 2019 priorities, particularly the successful completion of the Divestiture;

•	operating profit performance within external guidance, delivered despite challenging reorganizations in North America and Europe, a separate reorganization to extract stranded costs resulting from the Divestiture, and start-ups of local production in Brazil, Nigeria and South Africa; and

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•	operating cash flow performance within external guidance which along with Divestiture proceeds enabled us to reduce debt meaningfully.

(1)	For AIP purposes, incentive opportunities are based on executives’ salary levels at the last day of the calendar year.

(2)	Mr. Banati's target reflects a 90% AIP target from January 1, 2019 through June 30, 2019, and a 100% AIP Target from July 1, 2019 through the end of 2019.

(3)	Pursuant to Mr. Khan's agreement with Kellogg, this information reflects that his 2019 bonus was pro-rated through June 30, 2019, his last day as our CFO, based on actual performance.

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•

2017-2019 EPP.  The payout for the 2017-2019 EPP is 90% of target. For the 2017-2019 EPP, the metrics were adjusted operating margin (“EPP Operating Margin”) and relative total shareowner return (“EPP TSR”), which were chosen to drive key business goals and increase Shareowner value. Vested EPP awards are paid in Kellogg common stock. EPP Operating Margin excludes certain impacts not contemplated on the grant date; the adoption of new pension accounting rules and the consolidation of Multipro, both in 2018.

•	2019-2021 EPP.   The C&T Committee reviews the EPP metrics annually and receives input on the metrics from FW Cook and through the Company’s Shareowner outreach program. For the 2019-2021 EPP, the metrics of organic net sales growth and relative TSR, which ties directly to the creation of Shareowner value, were maintained.

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(1)	The payout is calculated by multiplying the earned shares by the closing price of our common stock on February 21, 2020, which was $65.52 per share.

(2)	Mr. Cahillane joined Kellogg as President and CEO in October 2017. Consequently, he did not participate in the 2017-2019 EPP.

(3)	Mr. Khan's 2017-2019 EPP award was pro-rated through July 1, 2019.

•

Post-Termination Compensation.  The NEOs are covered by arrangements which specify payments in the event the executive’s employment is terminated. These severance benefits, which are competitive with the Compensation Peer Group and general industry practices, are payable if and only if the executive’s employment is terminated by the Company without cause. The Kellogg Severance Benefit Plan and the Change of Control Policy have been established primarily to attract and retain talented and experienced executives and further motivate them to contribute to our short- and long-term success for the benefit of our Shareowners. Kellogg’s severance program is consistent with market practices, and cash severance for our NEOs is payable in the amount of two times the current annual salary. The Change in Control Policy is also consistent with market practices, and cash compensation following a change in control for the continuing NEOs is payable in the amount of two times the current annual salary plus two times the current target annual

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Retirement Plans.  All NEO’s are eligible to participate in the Kellogg-provided defined contribution plan, which provides for both matching and fixed Company contributions based on employee deferrals and years of service, respectively. Prior to 2019, Mr. Hood participated in a separate Kellogg-provided defined contribution plan established for new employees of the Company due to the Pringles acquisition. The plan provided fixed Company contributions based on years of service and base salary to those salaried employees. As of December 31, 2018, benefits were no longer provided in this plan to salaried employees and covered employees began participating in the same defined contribution plans as all other salaried employees. Prior to 2019, Mr. Pilnick and Mr. Hirst were eligible to participate in Kellogg-provided defined benefit pension plans which provided benefits based on years of service and pay (salary plus annual incentive only) to a broad base of eligible employees. In September 2017, the Company amended salaried defined benefit pension plans in the U.S. and Canada to freeze the compensation and service periods used to calculate benefits. As of December 31, 2018, employees covered by those plans began participating in the same defined contribution plans as all other salaried employees.

•	Perquisites.  The Company provides limited perquisites to the NEOs. The Summary Compensation Table beginning on page 42 of this proxy statement contains itemized disclosure of all perquisites to our NEOs, regardless of amount.

•

Employee Stock Purchase Plan.  We have a tax-qualified employee stock purchase plan that is made available to substantially all U.S. employees, which allows participants to acquire Kellogg stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become Shareowners. The plan allows participants to buy Kellogg stock at a 5% discount to the market price. Under applicable tax law, no plan participant may purchase more than $25,000 in market value, as defined in the plan, of Kellogg stock in any calendar year. The Board is requesting shareholder approval for an amendment to the Employee Stock Purchase Plan as embodied in Proposal 4. Proposal 4 requests an increase of 1,500,000 shares available for participants to purchase. The amendment would also provide flexibility in the plan by giving the C&T Committee discretion from time to time to revise the discount to market price at which participants can buy Kellogg stock, between a minimum of 5% to a maximum of 15%. For more information on the amendment, see Proposal 4, beginning on page 69 of this proxy.

E.	Compensation Policies.

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(1)	Represents one-time payments in connection with the commencement of employment.

(2)

Reflects the aggregate grant-date fair value of stock awards calculated in accordance with FASB ASC Topic 718 for each NEO. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 for a discussion of the relevant assumptions used in calculating the fair value. The table below presents separately the grant-date fair value for our EPP awards and restricted stock unit awards:

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(3)

The actual EPP payout can range from 0% to 200% of the target. If the highest level of performance conditions are achieved, then the grant-date fair value of the stock awards for each NEO is as follows, Mr. Cahillane $9,048,240 and $8,954,820 for 2019 and 2018 respectively; Mr. Banati: $1,622,500 for 2019; Mr. Hood: $2,289,200, $1,564,920, and $1,287,744, for 2019, 2018, and 2017 respectively; Mr. Pilnick: $2,174,740, $1,970,640, and $1,636,508 for 2019, 2018, and 2017, respectively; Mr. Hirst: $1,602,440 and $1,637,370 for 2019 and 2018 respectively; and Mr. Khan: $1,976,500, $1,912,680 and $1,448,712, for 2019, 2018, and 2017 respectively.

(4)	Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718 for each NEO for stock option grants. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 for a discussion of the relevant assumptions used in calculating the grant-date fair value.

(5)

Represents the actuarial increase during 2019, 2018 and 2017 in the pension value provided under the U.S. Pension Plans for each NEO as we do not pay above-market or preferential earnings on non-qualified deferred compensation. As of December 31, 2018, the Company's defined benefit pension plans were frozen so that impacted employees accrue no additional benefits under these plans after December 31, 2018. The calculation of actuarial present value is generally consistent with the methodology and assumptions outlined in our audited financial statements, except that benefits are reflected as payable as of the date the executive is first entitled to full unreduced benefits (as opposed to the assumed retirement date) and without consideration of pre-retirement mortality. A variety of factors impact the actuarial increase in present value (pension value). In 2019, the primary factors impacting the pension value is changes in age, mortality assumption, and discount rate. Mr. Cahillane, Mr. Hood, Mr. Banati, and Mr. Khan are not participants in the defined benefit pension plans. Instead, Mr. Cahillane, Mr. Hood, and Mr. Banati participate in Kellogg-provided defined contribution plans. Mr. Khan was also a participant in the defined contribution plans through June 30, 2019, his last day as our CFO.

(6)	The table below presents an itemized account of “All Other Compensation” provided in 2019 to the NEOs. Consistent with our emphasis on performance-based pay, perquisites and other compensation are limited in scope.

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(a)

For information about our Savings & Investment Plan and Restoration Plan and the Pringles Savings & Investment Plan, refer to “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans — Defined Contribution Plans” beginning on page 50. Kellogg contributions to the Restoration Plan for Mr. Banati include a contribution of $20,464 made in February 2020 for the 2019 Plan Year.

(b)	Annual cost for Kellogg-paid life insurance, Kellogg-paid accidental death and dismemberment, and Executive Survivor Income Plan (Kellogg funded death benefit provided to executive employees).

(c)	Reflects reimbursement for financial and tax planning assistance.

(d)	Actual cost of a physical health exam.

(e)

As a global organization, senior executives are located in key business centers around the world. To facilitate the assignment of experienced employees to support the business, we provide for the reimbursement of certain expenses incurred as a result of their international relocation and assignment. The objective of this program is to manage through disruption and ensure that the employees not be financially disadvantaged or advantaged in a meaningful way as a result of the relocation.

(f)	Represents severance benefits from July 1 through December 28, 2019. See discussion within Potential Post Employment Payments section on page 55.

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(8)	The actuarial value of pension for Mr. Hirst decreased by $77,000 for 2018 as a result of his continuing active employment despite his eligibility for an unreduced benefit.

(9)	Mr. Khan departed Kellogg effective June 30, 2019 and was succeeded by Mr. Banati. Mr. Khan's 2017-2019 EPP award was pro-rated through July 1, 2019, based on actual performance. Mr. Khan forfeited his 2018 - 2020 and 2019 - 2021 EPP awards, his 2019 RSU award, and one-third of his 2019 Option award.

•	Stock Options;

•	2019 AIP grants (annual cash performance-based awards) paid in March 2020;

•	2019-2021 EPP grants (multi-year stock performance-based awards); and

•	Restricted stock unit grants.

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(1)

Represents estimated possible payouts on the grant date for annual performance cash awards granted in 2019 under the 2019 AIP for each of our NEOs. The actual amount of AIP paid can range from 0% to 200% of the target. The AIP is an annual cash incentive opportunity and, therefore, these awards are earned in the year of grant. See the column captioned “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for the actual payout amounts related to the 2019 AIP. See also “Compensation Discussion and Analysis — Compensation Plans and Design — Annual Incentives” for additional information about the 2019 AIP.

(2)

Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019. The grant-date fair value of the stock option awards will likely vary from the actual value the NEO receives, which will depend on the number of shares exercised and the price of our common stock on the date exercised.

(3)

Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019. This grant-date fair value assumes that each participant earns the target EPP award (i.e., 100% of EPP target). The actual value the NEO receives will depend on the number of shares earned and the price of our common stock when the shares vest.

(4)	The restricted stock units will vest in full on February 22, 2022, the third anniversary of the grant date.

(5)	The restricted stock units will vest in full on August 5, 2022, the third anniversary of the grant date.

(6)

Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019. The grant-date fair value of the restricted stock units will likely vary from the actual value the NEO receives, which will depend on the value of the shares upon vesting.

(7)	Pursuant to Mr. Khan's agreement with Kellogg, stock options and restricted stock units granted during 2019 will continue to vest in accordance with the terms of the relevant plans.

(8)	Mr. Khan's 2019 bonus was pro-rated through June 30, 2019, his last day as our CFO, based on actual performance.

(9)	Mr. Khan forfeited his 2019-2021 EPP awards.

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(1)	On an award-by-award basis, the number of securities underlying unexercised options that are exercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

(2)	On an award-by-award basis, the number of securities underlying unexercised options that are unexercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

(3)	On an award-by-award basis, there were no shares underlying unexercised options awarded under any equity incentive plan that have not been earned.

(4)	The exercise price for each option reported in Columns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

(5)	The expiration date for each option reported in Columns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

(6)	The total number of shares of stock that have not vested and that are not reported in Column 8 — “Number of Unearned Shares, Units or Other Rights That Have Not Vested.”

(7)	Represents the number of shares of stock that have not vested and that are not reported in Column 9 - “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of our common stock on December 27, 2019 (the last trading day of fiscal 2019).

(8)

Represents the “maximum” number of shares that could be earned under outstanding EPP awards, including dividend equivalent units accrued as of December 28, 2019. The ultimate number of shares issued under the EPP awards will depend on the number of shares earned and the price of our common stock on the actual vesting date. For additional information with respect to these awards, refer to “Executive Compensation — Summary Compensation Table” and “Compensation Discussion and Analysis — Compensation Plans and Design.”

(9)	Represents the “maximum” number of shares that could be earned under outstanding EPP awards multiplied by the closing price of our common stock on December 27, 2019 (the last trading day of fiscal 2019). The ultimate value of the EPP awards will depend on the number of shares earned and the price of our common stock on the actual vesting date.

(10)	One-third of these options vested on February 17, 2018; one-third vested on February 17, 2019; and one-third vested on February 17, 2020.

(11)	One-third of these options vested on February 16, 2019, one-third vested on February 16, 2020 and one-third will vest on February 20, 2021

(12)	One-third of these options vested on February 24, 2020; one-third will vest on February 22, 2021; and one-third will vest on February 22, 2022.

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(13)	For Mr. Khan's 2019 option grant, one-third of options vested on February 24, 2020; one-third will vest on February 22, 2021; and remaining one-third will be forfeited. The amount shown does not include the forfeited 22,324 options.

(14)	Vested on February 21, 2020; for actual payout amounts see the 2017-2019 EPP table on page 36.

(15)	These RSUs will vest on October 1, 2020.

(16)	These RSUs will vest on February 17, 2020 (1,300 units), February 16, 2021 (1,800 units) and February 22, 2022 (2,855 units). February 22, 2019 award outstanding includes accrued dividend equivalent units.

(17)	These RSUs will vest on August 5, 2022 (24,729 units) and includes accrued dividend equivalent units.

(18)	These RSUs will vest on February 17, 2020 (1,900 units), February 16, 2021 (2,200 units) and February 22, 2022 (4,029 units). February 22, 2019 award outstanding includes accrued dividend equivalent units.

(19)	These RSUs will vest on February 17, 2020 (2,400 units), February 16, 2021 (2,700 units) and February 22, 2022 (3,831 units). February 22, 2019 award outstanding includes accrued dividend equivalents.

(20)	These RSUs will vest on February 17, 2020 (1,600 units), February 16, 2021 (2,300 units) and February 22, 2022 (2,824 units). February 22, 2019 award outstanding includes accrued dividend equivalents.

(21)	These RSUs will vest on February 17, 2020 (9,880 units) and February 16, 2021 (2,600 units). The award vesting on February 22, 2022 includes cumulative accrued dividend equivalents and will be forfeited.

(22)	Pursuant to Mr. Khan's agreement with Kellogg, his 2017-2019 EPP award was pro-rated through July 1, 2019, based on actual performance. Mr. Khan forfeited his EPP 2019-21 and EPP 2018-20. For actual payout see the 2017-19 EPP table on page 36.

(1)

Does not reflect the payout of 2017-2019 EPP awards. The 2017-2019 EPP cycle concluded on December 28, 2019 (last day of fiscal 2019). Each NEO had to be actively employed by Kellogg on the date the awards vested (February 21, 2020) in order to be eligible to receive a payout. See “Compensation Discussion and Analysis — Compensation Plans and Design — Long-Term Incentives — Executive Performance Plan — 2017-2019 EPP” and “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End Table” for additional information. Includes performance-based restricted stock units issued to Mr. Banati, Mr. Hood, Mr. Pilnick, and Mr. Hirst. These awards vested on October 17, 2019 as the cumulative target for comparable earnings per share for the two-year period was exceeded.

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(1)	Amounts in this column are included in the “Salary” column in the Summary Compensation Table.

(2)	Amounts in this column are Kellogg contributions and are reflected in the Summary Compensation Table under the heading “All Other Compensation.” Kellogg contributions to the Restoration Plan for Mr. Banati include a contribution of $20,464 made in February 2020 for the 2019 Plan Year.

(3)	Represents at-market/non-preferential earnings on the accumulated balance in 2019.

(4)	Aggregate balance as of December 28, 2019 is the total market value of the deferred compensation account, including executive contributions, Kellogg contributions and any earnings, including contributions and earnings from past fiscal years.

(5)	The amounts in the table below are also being reported as compensation in the Summary Compensation Table in the years indicated.

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(1)	Information regarding Mr. Cahillane, Mr. Banati, Mr. Hood, and Mr. Khan is not presented in this table because these individuals are not participants in our U.S. Pension Plans.

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•	The executive is entitled to receive cash compensation equal to two times base salary, paid in installments over a two-year severance period.

•	Kellogg has the discretion to pay the executive an annual incentive award for the year in which the termination occurs at the actual payout level, prorated as of the date of termination.

•

Previously-granted stock option and restricted stock unit awards continue to vest during the severance period. All awards not vested or earned after the two-year period are forfeited. EPP awards do not vest under the terms of the plan unless the executive is eligible to retire at the time of termination. Where the executive is eligible to retire at the time of termination, EPP awards vest pro-rata based on the number of days in the performance period the executive was actively employed.

•	The executive is entitled to continue to participate in certain welfare and insurance benefits during the severance period. However, executives do not earn any additional service credit during the severance period and severance payments are not eligible compensation for any retirement plan.

•	The executive is entitled to receive outplacement assistance for 12 months following termination.

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(1)	Information regarding Mr. Cahillane, Mr. Banati and Mr. Pilnick is not presented in this table because these individuals were not retirement-eligible as of December 28, 2019. Information for Mr. Hood and Mr. Hirst is hypothetical and based upon retirement as of December 28, 2019.

(2)

If an NEO becomes entitled to separation benefits following a change of control and those separation benefits would otherwise be subject to the excise tax under Section 4999 of the Internal Revenue Code, then the separation benefits will be reduced to $1.00 less than the amount which would trigger the excise tax if such reduction would result in the NEO receiving an equal or greater after-tax benefit than the NEO would have received if the full separation benefits were paid. This column represents the estimated amount of pay reduction to put the NEO in this position. The estimated values in this column were developed based on the provisions of Section 280G and 4999 of the Internal Revenue Code. The actual amount, if any, of the pay reduction will depend upon the NEO’s pay, terms of a change of control transaction and the subsequent impact on the executive’s employment.

(3)	Represents two times the target annual incentive award for 2019.

(4)	Represents the intrinsic value of unvested stock options that would vest in connection with a termination as of December 28, 2019, based on a stock price of $69.16.

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(5)	Represents the intrinsic value of unvested stock options that would vest upon a change of control as of December 28, 2019, based on a stock price of $69.16.

(7)	Represents the intrinsic value of unvested stock options that would vest upon death or disability as of December 28, 2019 (prorated for time worked during the performance period), based on a stock price of $69.16.

(8)

Represents the value based on the actual number of shares paid out under the 2017-2019 EPP, which would be payable at our discretion, and a stock price of $69.16. For Mr. Hood and Mr. Hirst, who are retirement-eligible, includes the 2018-2020 EPP and 2019-2021 EPP prorated for the time worked during the performance period at a stock price of $69.16. Since our other NEOs are not retirement-eligible as of December 28, 2019, their 2018-2020 EPP and 2019-2021 EPP awards would be forfeited.

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•	Use of worldwide employee population (including full-time, part-time, temporary, or seasonal workers) as of October 31, 2019, which consisted of 31,330 total employees, of which 10,401 employees were employed in the United States and 20,929 employees were employed in foreign jurisdictions.

•	We used the sum of base salary, annual bonus, and sum of other bonuses (signing bonuses, any bonus provided to manufacturing facilities), and overtime as applicable for the 10-month period ending October 31, 2019 as our compensation measure that we consistently applied to all employees.

•	For purposes of this disclosure, we applied the average exchange rate for October.

•

Under the de minimis exemption provided in the SEC rules, we have excluded a total of 1,459 employees from certain countries. The specific number of employees excluded from each country is: Colombia (222), Ecuador (113), El Salvador (2), Greece (7), Hong Kong (3), Nigeria (771), Pakistan (3), Thailand (277) and Turkey (61). The excluded employees do not exceed 5% of our total U.S. and non-U.S. employee population.

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•	provide a competitive level of total compensation necessary to attract and retain key talent to help deliver successful business performance;

•	appropriately motivate our NEOs to contribute to our near-and long-term success; and

•	help drive long-term total return for our Shareowners.

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•	Conducts an annual assessment of the independent registered public accounting firm’s performance, qualifications and independence, taking into account the opinions of management and the internal auditor;

•	Reviews, in advance, all non-audit services provided by the independent registered public accounting firm, specifically with regard to the effect on the firm’s independence;

•	Considers the independent registered public accounting firm’s familiarity with our operations, businesses, accounting policies and practices and internal control over financial reporting;

•	Conducts regular executive sessions with the independent registered public accounting firm;

•	Conducts private and individual executive sessions with the Vice President of Internal Audit, Corporate Controller, and Chief Legal Officer at each in-person Committee meeting;

•	Reviews candidates for the lead engagement partner in conjunction with the mandated rotation of the public accountants’ lead engagement partner;

•	Reviews recent reports from the Public Company Accounting Oversight Board and other professional or governmental authorities on the independent registered public accounting firm; and

•	Obtains and reviews a report from the independent registered public accounting firm describing all relationships between the independent registered public accounting firm and our company annually to assess the independence of the independent registered public accounting firm.

•	Higher quality audit work and accounting advice due to PricewaterhouseCoopers LLP’s institutional knowledge of the Company’s business and operations, accounting policies and financial systems, and internal control framework;

•	Operational efficiencies and a resulting lower fee structure because of PricewaterhouseCoopers LLP’s familiarity with the Company’s business; and

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•	PricewaterhouseCoopers LLP’s capability and expertise to perform an audit of the Company’s financial statements and internal control over financial reporting, given the breadth and complexity of the Company’s business and global footprint.

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(1)

The total number of shares remaining available for issuance under the 2017 Long-Term Incentive Plan will be reduced by two shares for each share issued pursuant to an award other than a stock option or stock appreciation right, or potentially issuable pursuant to an outstanding award other than a stock option or stock appreciation right, which will in each case reduce the total number of shares remaining by one share for each share issued.

(2)	Includes 14.2 million stock options and 1.2 million restricted share units.

(3)	The total number of shares available remaining for issuance at December 28, 2019 for each Equity Compensation Plan approved by shareowners are as follows:

–	The 2017 Long-Term Incentive Plan - 17.5 million;

–	The 2002 Employee Stock Purchase Plan - 0.1 million.

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•	90% of the vote at Legg Mason, Axon Enterprise, L Brands, Skyworks Solutions, Leidos Holdings.

•	70% of the vote at Netflix, New York Community Bancorp, Xerox, OGE Energy, Dean Foods, Sonoco Products.

•	50% of the vote at PetMed Express, Eldorado Resorts, Genomic Health, Alarm.com Holdings, Flowers Foods, FirstEnergy, Norfolk Southern, Intuitive Surgical.

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1.

Purpose. Kellogg Company (the “Company”) has established this Amended and Restated 2002 Employee Stock Purchase Plan (the “Plan”) to encourage and enable its eligible employees and the eligible employees of its Subsidiaries to acquire the Company’s Common Stock, and to align more closely the interests of those individuals and the Company’s shareowners. The Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended. The Plan was originally adopted by the Board on December 6, 2001, to be effective July 1, 2002, and was approved by the Company’s shareowners on April 26, 2002 (the “2002 Plan”). The plan was amended and restated effective January 1, 2008. The following provisions constitute an amendment and restatement of the Plan effective as of July 1, 2020, subject to approval by the Company’s shareowners at the Company’s 2020 annual meeting of shareowners.

2.	Definitions. Unless the context clearly indicates otherwise, for purposes of the Plan, the following terms shall have the following meanings:

(a)	“Board” means the Board of Directors of Kellogg Company, as constituted from time to time.

(b)	“Beneficiary” means (i) the person designated by the Participant to receive benefits under a Company-sponsored and Company-paid life insurance program, if any, or (ii) the Participant’s estate.

(c)	“Code” means the Internal Revenue Code of 1986, 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.

(d)	“Committee” means the Compensation and Talent Management Committee of the Board.

(e)	“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.

(f)	“Company” means Kellogg Company, a Delaware corporation, or any successor corporation to Kellogg Company.

(g)	“Compensation” means with respect to a Participant, the portion of the Participant’s base salary, commissions or wages paid to the Participant during the applicable payroll period.

(h)	“Custodian” means the individual or organization appointed by the Plan Administrator to maintain custody of Participants’ payroll deductions, purchase Common Stock under the Plan, and allocate Common Stock among Participants.

(i)	“Designated Subsidiary” means any Subsidiary that the Board has designated from time to time, in its sole discretion, as eligible to participate in the Plan.

(j)

“Disability” means disability as determined by the Committee in accordance with standards and procedures similar to those under the long-term disability plan of the Company or Designated Subsidiary, if any. At any time that the Company or Designated Subsidiary does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability that is determined to be total and permanent by a physician selected in good faith by the Company or Designated Subsidiary.

(k)	“Effective Date” means July 1, 2020.

(l)	“Eligible Employee” means each Employee of the Company or a Designated Subsidiary.

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(n)	“Exchange Act” means the Securities Exchange Act of 1934, 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.

(o)

“Fair Market Value” means, with respect to any date, the closing price per share on the New York Stock Exchange 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 the New York Stock Exchange for the last preceding date on which sales of shares were reported.

(p)	“Offering Date” means the first day of a Purchase Period, January 1, April 1, July 1 and October 1.

(q)	“Option” means an option to purchase shares of Common Stock under the Plan, pursuant to the terms and conditions thereof.

(r)	“Participant” means an Eligible Employee who is participating in the Plan pursuant to Section 4.

(s)	“Plan” means the Kellogg Company 2020 Employee 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 Committee with respect thereto).

(t)	“Plan Account” means an account maintained by the Plan Administrator for each Participant to which the Participant’s payroll deductions are credited, against which funds used to purchase shares of Common Stock are charged, and to which shares of Common Stock purchased are credited.

(u)	“Plan Administrator” means the Committee or such other person or persons as the Committee may appoint to administer the Plan.

(v)	“Purchase Date” means, except as provided in Sections 13 and 18, the last day of a Purchase Period, each March 31, June 30, September 30 and December 31.

(w)	“Purchase Period” means each calendar quarter.

(x)	“Purchase Price” means, with respect to each Purchase Period, an amount between 85% and 95% of the Fair Market Value of Common Stock on the Purchase Date, with such amount determined by the Committee in its sole discretion before the beginning of the Purchase Period.

(z)

“Subsidiary” means any corporation, domestic or foreign, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, 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.

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3.

Stock Subject to the Plan. Subject to Section 14, the aggregate number of shares of Common Stock that may be sold under the Plan is 4,000,000 (which amount is inclusive of 1,500,000 additional shares to be made available as of July 1, 2020, and all shares previously authorized under the 2002 Plan). Shares of Common Stock to be issued under the Plan may be authorized and unissued shares, 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, or a combination thereof.

4.

Participation in the Plan. Each Eligible Employee may participate in the Plan effective as of any Offering Date, by completing and delivering a payroll deduction authorization to the Plan Administrator at least 10 days in advance of the applicable Offering Date in the manner specified by the Plan Administrator. The Offering Date as of which an Eligible Employee commences or recommences participation in the Plan, and each Offering Date as of which an Eligible Employee renews his or her authorization under paragraph (a), is an Offering Date with respect to that Eligible Employee.

(a)	Participant’s payroll deductions under the Plan shall commence on his or her initial Offering Date, and shall continue, subject to paragraph (a), until the Eligible Employee terminates participation in the Plan, is no longer an Eligible Employee, or the Plan is terminated.

(b)	A Participant’s payroll deduction authorization shall be automatically renewed effective on the Offering Date following the conclusion of his or her initial Purchase Period and each subsequent Purchase Period, unless the Participant otherwise notifies the Plan Administrator in the manner specified by the Plan Administrator at least 10 days in advance of such date.

(c)

Notwithstanding the foregoing, an Eligible Employee shall not be eligible to purchase shares of Common Stock under the Plan if, on the Purchase Date, the Eligible Employee owns, or could own if the Eligible Employee exercised his or her purchase right under the Plan on such Purchase Date, stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. For purposes of this paragraph (b), the rules of Code Section 424(d) shall apply in determining the stock ownership of an individual, and stock that an Eligible Employee may purchase under outstanding options shall be treated as stock owned by the Eligible Employee.

(d)

Notwithstanding the foregoing, an Eligible Employee shall not be permitted to elect participation in the Plan for the next two full Purchase Periods immediately following his or her sale, transfer (including transfer to a different brokerage account or withdrawal from the Participant’s Plan Account), or other disposition of Common Stock that was acquired within one year of the Purchase Date applicable to that Common Stock.

5.

Payroll Deductions. An Eligible Employee may participate in the Plan only through payroll deductions. After-tax payroll deductions shall be made from the Compensation paid to each Participant for each Purchase Period in such whole percentage from 1% to 10%, as the Participant shall authorize in his or her election form. No Eligible Employee may be granted the right to purchase more than $25,000 of Fair Market Value (determined as of the Purchase Date) of Common Stock under the Plan, and any other stock purchase plan of the Company or any Subsidiary that is qualified under Code Section 423, in any calendar year.

6.	Changes in Payroll Deductions. A Participant may not increase or decrease the amount of his or her payroll deductions during a Purchase Period. A Participant may change his or her payroll deductions effective as of a subsequent Purchase Period by notifying the Plan Administrator in the manner specified by the Plan Administrator at least 10 days in advance of the next Offering Date.

7.	Termination of Participation in Plan.

(a)

A Participant may, for any reason and at any time prior to each Purchase Date, voluntarily terminate participation in the Plan by notifying the Plan Administrator in a reasonable time and manner prior to the Purchase Date. Such Participant’s payroll deductions under the Plan shall cease as soon as practicable following delivery of such notice. If the former Participant remains employed by the Company or any Designated Subsidiary after termination of his or her participation in the Plan, any payroll deductions credited to such Participant’s Plan Account may be used to purchase shares of Common Stock on the next Purchase Date or refunded, without interest, to the Participant, at the election of the Participant. Participants must

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(b)

A Participant’s participation in the Plan shall terminate upon termination of his or her employment with the Company and its Designated 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 Designated Subsidiary for any reason, including Disability or Retirement, any payroll deductions credited to his or her Plan Account may be used to purchase shares of Common Stock on the next Purchase Date, or refunded (subject to the 20 day advance notice requirement described in Section 7(a)), without interest, to the Participant, at the election of the Participant (or, in the event of the Participant’s death or Disability, the Participant’s Beneficiary), 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 to have been granted an Option. In no event will a Participant be deemed to have been granted more than one Option during any Purchase Period.

(b)

On the Purchase Date of a Purchase Period, each Participant shall be deemed, without any further action, to have purchased that number of whole and fractional shares of Common Stock determined by dividing the balance in the Participant’s Plan Account on the Purchase Date by the Purchase Price (fractional shares will be calculated to the third decimal place); provided, however, that, in addition to the $25,000 limitation set forth in Section 5 above, in no event may any Participant purchase more than 1,000 shares of Common Stock during a Purchase Period (subject to adjustment in accordance with Section 14 below). Except as provided in Sections 13 and 18, in no event may a Participant purchase shares of Common Stock prior to the Purchase Date of a Purchase Period.

(c)	As soon as practicable after each Purchase Date, a statement shall be delivered to each Participant that shall include the number of shares of Common Stock purchased on the Purchase Date on behalf of such Participant under the Plan.

(d)

As of the Purchase Date of each Purchase Period, the Common Stock purchased by each Participant shall be considered to be issued and outstanding to his or her credit as a bookkeeping entry maintained by the Custodian in the Participant’s Plan Account. Subject to the restrictions of Section 4(c) above, a stock certificate for shares of Common Stock credited to a Participant’s Plan Account shall be issued upon request of the Participant at any time. Stock certificates under the Plan shall be issued, at the election of the Participant, in the Participant’s name or in his or her 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 for any fraction of a share in such Plan Account, if necessary to close the Plan Account.

9.

Rights as a Shareowner. A Participant shall not be treated as the owner of Common Stock until the Purchase Date of such 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. Unless the Participant elects otherwise in the time and manner specified by the Plan Administrator, any dividends paid in respect of Common Stock purchased by a Participant under the Plan and credited to his or her Plan Account will be reinvested in Common Stock in accordance with procedures established by the Company.

10.

Rights Not Transferable. 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.

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. It is intended that

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13.	Change of Control Provisions.

(b)	For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events:

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14.

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, Change in Control or 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.

15.

No Corporate Action Restriction. The existence of the Plan and/or the Options granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the Company’s shareowners 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, Employee, beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Company or any Subsidiary, or any employees, officers, shareowners or agents of the Company or any    Subsidiary, as a result of any such action.

16.	Notices. All notices or other communications by an 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.

17.

Amendments to the Plan. The Committee may, at any time, or from time to time, amend or modify the Plan; provided, however, that no amendment shall be made increasing or decreasing the number of shares authorized for the Plan (other than as provided in Section 14), and that, except to conform the Plan to the requirements of the Code, no amendment shall be made that would cause the Plan to fail to meet the applicable requirements of Code Section 423.

18.

Termination of Plan. The Plan shall terminate upon the earliest of (a) the twelfth anniversary of the Effective Date, (b) the date no more shares of Common Stock remain to be purchased under the Plan, or (c) the termination of the Plan by the Board as specified below. The Board may terminate the Plan as of any date. The date of termination of the Plan shall be deemed a Purchase Date. If on such Purchase Date Participants in the aggregate have Options to purchase more shares of Common Stock than are available for purchase under the Plan, each Participant shall be

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19.	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.

20.

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 with respect to an Option unless the exercise of such Option and 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.

21.	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.

22.	Effect on Employment. The provisions of this Plan shall not affect the right of the Company or any Designated Subsidiary or any Participant to terminate the Participant’s employment with the Company or any Designated Subsidiary.

23.	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.

24.

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 Designated Subsidiary (a) any amounts deducted from a Participant’s Compensation pursuant to the Participant’s payroll deduction election under Section 4 shall be deemed a part of a Participant’s compensation, and (b) payments and other benefits received by a Participant under an Option 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 Designated Subsidiary may adopt such other compensation plans or programs and additional compensation arrangements as it deems necessary to attract, retain and motivate employees.

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