TAX MATTERS AGREEMENT by and between KELLOGG COMPANY and WK Kellogg Co Dated as of September 29, 2023Tax Matters Agreement • October 2nd, 2023 • WK Kellogg Co • Grain mill products
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2023 by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC,” and together with Kellanova, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023Separation and Distribution Agreement • October 2nd, 2023 • WK Kellogg Co • Grain mill products • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 29, 2023 (this “Agreement”), is by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING PATENTS, TRADE SECRETS AND CERTAIN RELATED INTELLECTUAL PROPERTY BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023Master Ownership and License Agreement • October 2nd, 2023 • WK Kellogg Co • Grain mill products • Delaware
This MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING PATENTS, TRADE SECRETS AND CERTAIN RELATED INTELLECTUAL PROPERTY (this “Agreement”), effective as of the Effective Time, is by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party,” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENT by and between Kellogg Company and WK Kellogg Co Dated as of September 29, 2023Transition Services Agreement • October 2nd, 2023 • WK Kellogg Co • Grain mill products • Delaware
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”), dated as of September 29, 2023, is by and between Kellogg Company, a Delaware corporation (“Kellanova”) and WK Kellogg Co, a Delaware corporation (“WKKC”). Kellanova and WKKC are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”
MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING TRADEMARKS AND CERTAIN RELATED INTELLECTUAL PROPERTY BY AND BETWEEN KELLOGG COMPANY AND WK KELLOGG CO DATED AS OF SEPTEMBER 29, 2023Master Ownership and License Agreement • October 2nd, 2023 • WK Kellogg Co • Grain mill products • Delaware
This MASTER OWNERSHIP AND LICENSE AGREEMENT REGARDING TRADEMARKS AND CERTAIN RELATED INTELLECTUAL PROPERTY (this “Agreement”), effective as of the Effective Time, is by and between Kellogg Company, a Delaware corporation (“Kellanova”), and WK Kellogg Co, a Delaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party,” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
SUPPLY AGREEMENTSupply Agreement • October 2nd, 2023 • WK Kellogg Co • Grain mill products
This SUPPLY AGREEMENT (this “Agreement”), dated as of September 29, 2023 (the “Effective Date”), is by and between Kellogg Company, a Delaware corporation (“Manufacturer”), and WK Kellogg Co, a Delaware corporation (“Buyer”). Manufacturer and Buyer are collectively referred to as the “Parties” and individually as a “Party”.
RETENTION AGREEMENT AND GENERAL RELEASERetention Agreement • October 2nd, 2023 • WK Kellogg Co • Grain mill products • Delaware
This Retention Agreement (this “Agreement”) is entered into by and between Kellogg Company, a Delaware corporation (“Kellogg”), together with its subsidiaries, divisions, affiliates and successors, (collectively, the “Company”) and DOUG VANDEVELDE, GENERAL MANAGER, RTEC (“Employee”), whose address is **********. This Agreement shall become effective as of the Effective Date (as defined in
CREDIT AGREEMENT Dated as of September 12, 2023 by and among WK KELLOGG CO and WK KELLOGG CANADA CORP., as Borrowers, THE LENDERS AND ISSUING LENDER PARTY HERETO, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent COÖPERATIEVE...Credit Agreement • September 12th, 2023 • WK Kellogg Co • Grain mill products • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of September 12, 2023, is by and among WK KELLOGG CO, a Delaware corporation (“WKKC”), WK KELLOGG CANADA CORP., a corporation incorporated pursuant to the laws of Canada (“WKK Canada”; together with WKKC and any Additional Borrower, each, individually, a “Borrower”, and collectively, “Borrowers”), the LENDERS and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent, Issuing Lender, and Swingline Lender.
RETENTION AGREEMENT AND GENERAL RELEASERetention Agreement • November 15th, 2023 • WK Kellogg Co • Grain mill products • Michigan
This Retention Agreement (this “Agreement”) is entered into by and between WK Kellogg Co, a Delaware corporation, together with its subsidiaries, divisions, affiliates and successors (“WK” or the “Company”), and [●], [●] (“Employee”), whose address is [●]. This Agreement shall become effective as of the Effective Date (as defined in Paragraph 24 below).
RECOGNITION AWARD AGREEMENT AND GENERAL RELEASERecognition Award Agreement • July 24th, 2023 • WK Kellogg Co • Grain mill products • Michigan
This Recognition Agreement and General Release (“Agreement”) is entered into as of Notification Date by and between Kellogg Company, a Delaware corporation (“Kellogg” or “Company”), together with its subsidiaries, divisions, affiliates and successors and .
