Exhibit 10.1

WK KELLOGG CO

ANNUAL INCENTIVE PLAN

The purpose of the WK Kellogg Co. (“Company”) Annual Incentive Plan (“AIP”) is to encourage Participants to achieve the objectives of WK Kellogg Co. through financial incentives aimed to improve the overall success and profitability of the Company.

The responsibility for the overall administration and interpretation of the AIP (and related documents) rests with the Company’s Chief Executive Officer (the “CEO”) or his/her designee. The CEO has complete discretion as to all matters pertaining to administration and interpretation of the AIP (and related documents), unless otherwise specified herein. The determinations and actions of the CEO as to the administration and interpretation of the AIP (and related documents) shall be final and binding on all parties. Notwithstanding the foregoing, the Performance Measures for each Plan Year and goals for the Company under the AIP shall be identical to the performance measures and goals for the Company that have been established by the Compensation and Talent Management Committee of the Company’s Board of Directors (the “Committee”) for the senior executive officers.

The AIP is annual and discretionary. The AIP does not guarantee any payout.

Eligibility for participation in the AIP shall be open to all regular, full-time, and part-time salaried employees of WK Kellogg Co. Hourly workers, project employees, and employees who waive eligibility to participate in the AIP, are specifically excluded from AIP participation. Employees of the Company who are participants in any other cash-based Company incentive plans are ineligible to participate in the AIP.

All decisions pertaining to AIP eligibility shall be at the discretion of the CEO or his/her designee. The CEO has full and complete latitude to permit or deny AIP participation for any reason at any time. Eligibility decisions of the CEO shall be final and binding on all parties.

Participation begins on the date the employee satisfies the eligibility criteria set forth in this Section 3 (subject to the limitations set forth in Section 4 below), and on such date the employee shall become a “Participant.” Participation in the AIP shall end on the date that an employee is removed (voluntarily or involuntarily) from an eligible position (except as otherwise provided in Section 4.E.), or the date that the AIP is terminated or amended in a manner that ends the employee’s participation for any reason.

Participants who are new hires or are transferred or promoted into an AIP-eligible position during a Plan Year may be eligible for a pro-rata Incentive Award for that Plan Year based on the number of calendar days of participation during the Plan Year, in accordance with Section 4.E. below. However, individuals who are hired into an AIP-eligible position on or after October 1 of a Plan Year are not eligible for participation in the AIP for that Plan Year, unless authorized by the CEO.

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A. General Procedures

The Company’s performance metrics shall be measured for the Plan Year to determine Incentive Award opportunities. No Incentive Award shall be earned until all the procedural and discretionary determinations described in this document have been made. Incentive Awards for a Plan Year shall be calculated and paid as provided below.

B. Plan Elements and Individual Performance Adjustments

a. KEY ELEMENTS: In general, Participants may be eligible for Incentive Awards based on the following key elements:

• Target Bonus - The “Target Bonus” is the target annual Incentive Award a Participant is eligible to receive for the applicable Plan Year. The Target Bonus is based on the Participant’s job and represented as a percentage of the Participant’s annual base salary.

• Business Performance Factor - Is intended to measure the Company’s financial and operational performance and therefore the performance results of the Company will be used to determine the Participants Incentive Award. The Company has financial and operational metrics, including, without limitation, cash flow (including, but not limited to, operating cash flow and free cash flow); revenue; corporate revenue; earnings before interest, taxes, depreciation and amortization; net income (loss) (either before or after interest, taxes, depreciation and/or amortization); changes in the market price of the Company’s common stock; economic value-added; acquisitions or strategic transactions, including licenses, collaborations, joint ventures or promotion arrangements; operating income (loss); return on capital, assets, equity, or investment; stockholder returns; return on sales; net sales; gross or net profit levels; productivity; expense efficiency; margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per share of the Company’s common stock; bookings, new bookings or renewals; sales or market shares; number of customers, number of new customers or customer references; operating income and/or net annual recurring revenue, any of which may be (i) measured in absolute terms or compared to any incremental increase, (ii) measured in terms of growth, (iii) compared to another company or companies or to results of a peer group, (iv) measured against the market as a whole and/or as compared to applicable market indices and/or (v) measured on a pre-tax or post-tax basis (if applicable)(the “Performance Goals” and each a “Performance Goal”). Each Performance Goal has a weighting and a payout factor. The payout factor is determined by comparing the Company’s actual performance results to the Performance Goals. WK Kellogg Co. Leadership Team (“LT”), or its designee, shall determine the appropriate components for the Business Performance Factor.

• Purpose Driven Culture Metrics – are qualitative components of the Business Performance Factor which indicate any non-financial performance measure(s) (i.e., Consumer Complaints/People Safety/Food Quality/People Engagement and Inclusion). Although not part of the calculation, the Committee may make a determination that it is appropriate to increase or decrease the funding of Incentive Awards on either a companywide basis or for a particular department/area based on the actual attainment or lack of attainment of the goals associated with the non-financial performance measures listed above.

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The combined performance achievement for all these components, as appropriately weighted, shall determine whether the Participant shall receive an Incentive Award. The Participant’s Incentive Award shall range from 0% up to 200% of the Target Bonus, depending upon results achieved.

b. PERFORMANCE TARGETS: Performance target measures shall be established annually. Three levels of performance targets shall be set: (i) a Threshold Level, (ii) a Target Level; and (iii) a Maximum Level.

If the weighted average of a component’s performance under the Business Performance Factor fails to meet the Threshold Level, the portion of the Incentive Award tied to that component shall not result in any amount payable to the Participant. The CEO reserves the right to modify the performance targets during any Plan Year in recognition of extraordinary events. Extraordinary events shall be defined as any event that is outside the normal operations of the Company, including significant corporate transactions.

c. INDIVIDUAL PERFORMANCE ADJUSTMENTS: The final calculation of a Participant’s Incentive Award is also subject to adjustment based upon the individual performance rating for the Plan Year that has been assigned to the Participant by his/her Manager. Individual performance ratings range between “1” and “5,” with “5” reflecting the highest performance and “1” the lowest performance. A Participant’s Incentive Award may be increased by up to 60% of such Participant’s Target Bonus or decreased to 0% of such Participant’s Target Bonus based on the Participant’s individual performance rating for a Plan Year.

A Participant’s Incentive Award shall be increased or decreased in accordance with the recommendation made by his or her Manager; however, the CEO may, at his/her sole discretion, adjust any Participant Incentive Awards. These adjustments for individual performance serve as an addition or reduction to any payment determined by the Business Performance Factor results described above. Furthermore, and in any case, the maximum Incentive Award for Participants in the Plan is 200% of his/her Target Bonus. No Incentive Award will be paid for a Participant receiving a “1” performance rating.

C. Determination of Other Factors

For each Plan Year, the CEO shall establish, in his/her sole discretion, any other terms and conditions relevant to the determination of a Participant’s Incentive Award, including the weighting of the components (and the weighting of the performance measures for each such component) in the calculation of an Incentive Award. The CEO shall also have the ability, in his/her sole discretion, to consider additional or prorated Incentive Awards for Participants who were promoted during the relevant Plan Year and for Participants on extended leaves of absence. Furthermore, for the non-senior executive officers, the CEO or his delegee may add or eliminate metrics for all or a portion of such individuals for any Plan Year but must do so by February 28 of such year.

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D. Calculation and Payment of Incentive Awards

After the audit of the financial results of the Company for the Fiscal Year ending closest to the end of the relevant Plan Year, the CEO shall determine, in his/her sole discretion, the extent to which the goals under the AIP have been achieved.

Incentive Awards shall be calculated based on the actual results under each Performance Goal (up to 200%) and achievement of the Purpose Driven Culture Metrics (Consumer Complaints/Food Quality/People Safety and People Engagement and Inclusion) shall be evaluated to determine if a change in funding may apply companywide or to a particular department or area as such performance is determined in the sole discretion of the Committee for the CEO and senior executive officers, and CEO for the remainder of the Plan participants. For performance that falls between the Threshold and Target Levels, or between the Target and Maximum Levels, the Incentive Awards shall be correspondingly adjusted by straight-line interpolation.

The Participant’s annual rate of base salary at the end of the Plan Year shall be used in calculating his/her Incentive Award for that Plan Year. As described in Section 4.B(c) above, an Incentive Award may be adjusted on account of the Participant’s individual performance rating. In no event, however, shall the Incentive Award for any Participant be greater than 200% of his/her Target Bonus (and will be zero for “1” rated employees).

Except as otherwise provided in Section 4.E. below, Incentive Awards shall be paid no later than the March 15 following the end of the relevant Plan Year, after finalization of the Company’s financial results and release to the public.

The CEO reserves the right to increase, reduce or eliminate an Incentive Award with respect to any Participant other than a senior executive officer, in his/her sole discretion, and any such modification shall be binding upon all parties. With respect to the CEO and the other senior executive officers, the Committee reserves the right, within its sole discretion, to reduce or eliminate any Incentive Award payable to the CEO or any other senior executive officer, and any such modification shall be binding upon all parties. Except to the extent expressly permitted in the applicable plan document, Incentive Awards shall not be eligible for inclusion as part of compensation or salary under any Company employee benefit plan.

E. Effect of Termination (Death, Disability, Retirement or Separation), Promotion, New Hire/Transfer, and Inactive Employment Status

The provisions described within this Section 4.E. specifically apply to participants on U.S. payroll and generally to all other Participants in Canada or Mexico; however, some deviation in these provisions may occur for non-U.S. payroll Participants, and in these cases Human Resources Management shall determine the treatment for the specific circumstance in accordance with local practices.

a. TERMINATION DUE TO DEATH: If a Participant dies during a Plan Year, a prorated Incentive Award may be paid with respect to the Participant for that Plan Year, based on the Target Bonus established for the Participant for the Plan Year (i.e., no Business Performance Factor results, or individual performance rating factors shall be applied). The award shall be prorated for the number of calendar days actively employed (i.e., the number of days employed prior to death) during the Plan Year. In this circumstance, payment shall be made as soon as administratively practical (typically within 90 days of the precipitating event).

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If a Participant dies after the end of a Plan Year, but prior to payment of Incentive Awards for that Plan Year, the award calculation shall include the impact of Business Performance Factor and individual performance rating factors, as applicable. In this circumstance the Incentive Award shall be paid at the same time Incentive Awards for that Plan Year are paid to active Participants.

b. TERMINATION DUE TO DISABILITY: If a Participant experiences an involuntary termination of employment due to his/her “disability” (as defined in the long-term disability program covering the Participant) during a Plan Year, he/she shall be eligible to receive a prorated Incentive Award for that Plan Year. The award shall be prorated for the number of calendar days actively employed (i.e., the number of days employed prior to disability) during the Plan Year.

The Incentive Award for a Participant who becomes disabled during a Plan Year shall be at the same time Incentive Awards for that Plan Year are paid to active Participants.

c. TERMINATION DUE TO RETIREMENT: If a Participant elects to “Retire,” as defined below, , the Participant shall be eligible to receive a prorated Incentive Award for that Plan Year, which shall be calculated based on Business Performance Factor results only, (i.e., no individual performance factor shall be applied). The award shall be prorated for the number of calendar days actively employed (i.e., the number of days prior to the Participant’s retirement date) during the Plan Year.

If a Participant Retires after the end of a Plan Year, but prior to payment of Incentive Awards for that Plan Year, the award calculation shall include the impact of Business Performance Factor results and individual performance rating factors as applicable.

Incentive Awards for Participants who Retire during a Plan Year shall be paid at the same time Incentive Awards for that Plan Year are paid to active Participants.

“Retire” shall mean a Participant terminates employment with the Company on or after the date the Participant has attained age 55 with at least five years of service with the Company and the Participant’s combined age and years of service equal at least 65. For example, a Participant who has attained age 55 and 7 months and who has 9 years and 8 months of service will have a combined age and service over 65. For purposes of this definition, if a Participant transferred from Kellanova to the Company as of the date the Company was spun off, service with Kellanova shall be credited under this Plan.

d. INVOLUNTARY SEPARATION: If a Participant experiences an involuntary termination of employment during a Plan Year for a reason not described in subsection E.(a) or (b) above, he/she shall not be entitled to receive an Incentive Award for that Plan Year, except as required under any plan or agreement associated with the Participant’s termination, including an agreement related to a change of control or severance plan. In addition, the CEO reserves the right, in his/her sole discretion, to provide, on an exception-only basis, an Incentive Award to any Participant other than the CEO or any senior executive officer who experiences an involuntary termination of employment during a Plan Year who would not otherwise be eligible for an Incentive Award for that Plan Year and may require such participant to sign a general release in a form acceptable to the Company; provided, however such benefits shall not be duplicative of any benefits provided under the Company’s severance plan.

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If an Incentive Award is made under the provisions described within this Section 4.E.(d), the award shall be calculated based on the Business Performance Factor results only (i.e., no individual performance rating factor shall be applied), but the award shall be prorated for the number of calendar days actively employed (i.e., the number of days employed prior to the termination) during the Plan Year.

Except as otherwise provided in any applicable agreement associated with a Participant’s termination, Incentive Awards for Participants who experience an involuntary termination during a Plan Year shall be paid at the same time Incentive Awards for that Plan Year are paid to active Participants.

e. RESIGNATION: Participants who voluntarily terminate their employment during a Plan Year for a reason not described in subsection E.(c) above shall not be entitled to receive an Incentive Award for that Plan Year.

Participants who terminate employment after the end of a Plan Year but prior to payment of the Incentive Award, if any, for that Plan Year are eligible for Incentive Award consideration for that Plan Year.

f. PROMOTION, NEW HIRE, TRANSFER OR DEMOTION: An employee who becomes eligible to participate in the AIP after January 1 of a Plan Year, and prior to October 1, may be eligible to receive an Incentive Award calculated based on the actual full-year performance results, but prorated for the number of calendar days of participation in the Plan Year.

If a Participant moves to a higher or lower AIP target during the Plan Year, the Participant’s Incentive Award for the Plan Year, if any, shall be calculated for each role based on the actual full-year performance results, and the calculations shall then be prorated for the number of calendar days of participation in each role during the Plan Year.

If a Participant moves to a non-participating position (i.e., out of an AIP-eligible position) during a Plan Year, the Participant’s Incentive Award for that Plan Year, if any, shall be calculated based on the actual full-year Business Performance Factor results and individual performance rating adjustment factor, but prorated for the number of calendar days of participation during the Plan Year.

Individuals who are hired, transferred, or initially promoted into an AIP-eligible position on or after October 1 of a Plan Year are not eligible for an Incentive Award for that Plan Year, unless authorized by the CEO. This exclusion does not apply to those employees who transfer to an AIP-eligible position from a position that was also incentive eligible so long as such Participant was employed by the Company prior to October 1 of a Plan Year. Employees in this situation shall be eligible for pro-rata Incentive Award consideration based on the number of calendar days in the AIP-eligible position.

g. INACTIVE EMPLOYMENT: If a Participant continues to be employed but goes on inactive status during the Plan Year, his/her Incentive Award, if any, shall be calculated based on the actual full-year performance results, but prorated for the number of calendar days he/she was an active employee during the Plan Year. Participants are considered active employees if they are currently being paid an annual base salary from the Company.

Participants on a leave of absence (excluding Personal, Religious or Sabbatical Leave) shall continue to be considered active for purposes of the AIP through the 90th day of such absence. If a Participant experiences multiple leaves of absence during a Plan Year, the Participant shall not be credited with more than 90 days of active status for those combined periods of absence.

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5. Amendment or Termination.

The AIP is effective January 1, 2024. The AIP is subject to amendment, modification, or termination, including retroactively, at the sole discretion of the Company.

6. No Enlargement of Employee Rights.

No Participant or other person shall have any right to receive an Incentive Award under the AIP except in accordance with the terms of the AIP. Establishment of the AIP shall not be construed to give any Participant the right to be retained in the service of the Company or any of its subsidiaries.

The AIP is annual and discretionary. The AIP does not guarantee any payout.

7. Withholding.

The Company reserves the right to withhold from any cash payable under the AIP any amounts that it is either required by law or permitted by law to withhold.

8. Corporate Successors.

The AIP shall not be automatically terminated by a transfer or sale of assets of the Company, or by the merger or consolidation of the Company into or with any other corporation or other entity. But the AIP shall be continued after such sale, merger, or consolidation only if and to the extent that the transferee, purchaser, or successor entity agrees to continue the AIP.

9. Financing.

The AIP has been established as a payroll practice for the sole purpose of providing benefits to the Participants. The AIP shall always be unfunded, and benefits under the AIP shall constitute general obligations of the Company. Participants shall have only an unsecured right to payment thereof out of the Company’s general assets.

10. Suspension, Termination of Participation, or Repayment.

If at any time the CEO, including any person authorized pursuant to Section 2 above (any such person, an “Authorized Officer”), reasonably believes that a Participant has committed an act of misconduct as described in this Section 10, the CEO or an Authorized Officer may suspend the Participant’s right to receive an Incentive Award from the AIP pending a determination of whether an act of misconduct has been committed. If the CEO or an Authorized Officer determines a Participant has engaged in any activity that is contrary or harmful to the interest of the Company or any of its subsidiaries, including, but not limited to: (i) conduct relating to the Participant’s employment for which either criminal or civil penalties against the Participant may be sought, (ii) breaching the Participant’s fiduciary duty or deliberately disregarding any of the Company’s (or any of its subsidiaries’) policies or code of conduct, (iii) violating the Company’s insider trading policy, (iv) accepting employment with or serving as a consultant, advisor, or in any other capacity to an entity or person that is in competition with or acting against the interests of the Company or any of its subsidiaries, (v) directly or indirectly soliciting, hiring, or otherwise encouraging any present, former, or future employee of the Company or any of its subsidiaries to leave the Company or any of its subsidiaries, (vi) disclosing or misusing any confidential information or material concerning the Company or any of its subsidiaries, or (vii) participating in a hostile takeover attempt of the Company, participation in the AIP and all rights thereunder shall terminate immediately without notice effective as of the date on which the Participant performs such act of misconduct, unless terminated sooner by operation of another term or condition of the AIP.

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In addition, if the CEO determines that a Participant engaged in an act of fraud or intentional misconduct during his/her employment that caused the Company to restate all or a portion of the Company’s financial statements, the Participant may be required to repay to the Company, in cash and upon demand, the Incentive Award payment for the Plan Year of any restatement. The return of the Incentive Award payment is in addition to and separate from any other relief available to the Company due to the Participant’s misconduct. For a Participant who is an executive officer for purposes of Section 16 of the Exchange Act, the determination of the CEO shall be subject to the approval of the Board of Directors.

The rights contained in this Section 10 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any other Company recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the Clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission).

APPENDIX A

GLOSSARY OF TERMS

1. “Maximum Level” means the achievement of 200% or above the Target Level established for the Business Performance Factor.

2. “Plan Year” means the calendar year.

3. “Target Level” means the “target” performance level (or other reasonably expected median Performance Goal) established for the applicable Performance Goal(s) of a Business Performance Factor.

4. “Threshold Level” means the achievement of the minimum percentage allowable under the AIP of the Target Level established for the applicable Performance Goal(s) of a Business Performance Factor.

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Exhibit 10.2

WK Kellogg Co

2023 Long-Term Incentive Plan

FORM OF RESTRICTED SHARE UNIT TERMS AND CONDITIONS

WK Kellogg Co (“WK”) is offering to grant you (the “Participant”) a Restricted Share Unit (“RSU”) award under WK’s 2023 Long-Term Incentive Plan (as amended from time to time, the “Plan”). There are a number of terms and conditions associated with this award, including non-competition, non-solicitation, non-disparagement and confidentiality obligations, which are set forth in this terms and conditions document. The Participant may accept or reject this award and these terms and conditions by following the process provided by WK. If the Participant does not accept or reject this award, and its terms and conditions, by the end of the acceptance window established by WK, the Participant will be deemed to have accepted this award and these terms and conditions.

The Participant should review these terms and conditions carefully and are encouraged to consult an attorney before agreeing to any of these provisions, including, but not limited to, the non-competition, non-solicitation, non-disparagement and confidentiality obligations.

Capitalized terms used, but not otherwise defined herein, shall have the meaning set forth in the Plan.

“Retirement” under this terms and conditions document shall have the same meaning as early retirement under a defined benefit pension plan of the Company. If the Participant does not participate in a defined benefit pension plan of the Company, Retirement means that the Participant terminates employment with the Company on or after the Participant has attained age 55 with at least five years of service with the Company and the Participant’s combined age and years of service equal at least 65. For example, a Participant who has attained age 55 and 7 months and who has 9 years and 8 months of service will have a combined age and service over 65.

An award will qualify as a Substitute Award if it is assumed by any successor corporation, affiliate thereof, person or other entity, or replaced with awards that, solely in the discretionary judgment of the Committee, preserves the existing value of the then-outstanding portion of this RSU award at the time of the Change of Control and provide vesting and settlement terms, as applicable, that are at least as favorable to Participants as vesting and settlement terms applicable to this RSU award (including the terms and conditions that would apply in the event of a subsequent Change of Control).

If and to the extent this RSU award is assumed by a successor corporation (or affiliate, person or other entity thereto), or is replaced with a Substitute Award, then such Substitute Award shall remain outstanding and be governed by its respective terms and the provisions of the applicable plan.

The Committee may make additional adjustments or settlements of outstanding RSU awards, including this award, as it deems appropriate and consistent with the Plan’s purposes, including adjustments related to adverse tax consequences for Participants or the Company.

The return of RSU payment under paragraph (c) is in addition to and separate from any other relief available to the Company due to the Participant’s Detrimental Conduct.

“Detrimental Conduct” means conduct that is contrary or harmful to the interest of the Company, including, but not limited to, (i) conduct relating to the Participant’s employment for which either criminal or civil penalties against the Participant may be sought, (ii) breaching the Participant’s fiduciary duty or deliberately disregarding any of the Company’s policies or code of conduct, (iii) violating the Company’s insider trading policy or the commission of an act or omission which causes the Participant or the Company to be in violation of federal or state securities laws, rules, regulations, and/or the rules of any exchange or association of which the Company is a member, including statutory disqualification, (iv) disclosing or misusing any confidential information or material concerning the Company, (v) participating in a hostile takeover attempt of the Company, (vi) engaging in an act of fraud or intentional misconduct during the Participant’s employment that causes the Company to restate all or a portion of the Company’s financial statements, or (vii) conduct resulting in a financial loss to the Company even though the Company is not required to or does not actually restate all or any portion of its financial statements.

For a Participant who is an executive officer for purposes of Section 16 of the Exchange Act, any determination of whether the Participant has engaged in an act of fraud or intentional misconduct during the Participant’s employment that causes the Company to restate all or a portion of the Company’s financial statements shall be made by the Committee and shall be subject to the review and approval of the Board of Directors.

If, at any time, the Company determines that a Participant has breached the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this RSU award, the Participant will be obligated, to the maximum extent permitted by law, to reimburse the Company for the Net RSU Proceeds paid to the Participant pursuant to this RSU award. By accepting this RSU award, the Participant also agrees and acknowledges that if the Participant breaches the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this RSU award, because it would be impractical and excessively difficult to determine the actual damages to the Company as a result of such breach, any remedies at law (such as a right to monetary damages) would be inadequate. The Participant therefore agrees that, if the Participant breaches the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this RSU award, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy available to it) to a temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without proof of actual damage. If this RSU award has not vested on the date the Company determines the Participant breached the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this RSU award, this RSU award shall be forfeited by the Participant and cancelled by the Company.

The rights contained in this section shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (a) any right that the Company may have under any other Company recoupment policy or other agreement or arrangement with a Participant, or (b) any right or obligation that the Company

may have regarding the clawback of “incentive-based compensation” under Section 10D-1 of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission), and under any clawback policy of the Company implemented to comply with such requirements.

The Plan is hereby incorporated by reference. In the event of any conflict between the Plan and this RSU award, the provisions of the Plan shall control and this RSU award shall be deemed modified accordingly.

These terms and conditions are subject to the provisions of the WK Kellogg Co 2023 Long-Term Incentive Plan document and any additional terms and conditions as determined by the Committee.

Date: [●]

Exhibit 10.3

WK Kellogg Co

2023 Long-Term Incentive Plan

FORM OF PERFORMANCE STOCK UNIT TERMS AND CONDITIONS

WK Kellogg Co (“WK”) is offering to grant you (the “Participant”) a Performance Stock Unit (“PSU”) award under WK’s 2023 Long-Term Incentive Plan (as amended from time to time, the “Plan”). There are a number of terms and conditions associated with this award, including non-competition, non-solicitation, non-disparagement and confidentiality obligations, which are set forth in this terms and conditions document. The Participant may accept or reject this award, and these terms and conditions, by following the process provided by WK. If the Participant does not accept or reject this award and its terms and conditions by the end of the acceptance window established by WK, the Participant will be deemed to have accepted this award and these terms and conditions.

The Participant should review these terms and conditions carefully and are encouraged to consult an attorney before agreeing to any of these provisions, including but not limited to the non-competition, non-solicitation, non-disparagement and confidentiality obligations.

Capitalized terms used, but not otherwise defined herein, shall have the meaning set forth in the Plan.

In the case of the termination of a Participant’s employment due to such Participant’s Retirement prior to the Vesting Date (as defined below), PSUs granted more than one year prior to the Participant’s retirement will vest in accordance with their applicable vesting schedule in accordance with the Performance Measures above (provided, however, the Participant shall have been actively employed for a minimum of one year following the Grant Date and prior to the date of Retirement); PSUs granted less than one year prior to the Participant’s retirement shall be immediately forfeited upon such termination of

employment. Participants will forfeit, without further notice and effective as of their date of termination, any unvested PSUs if their employment terminates prior to the Vesting Date for any reason other than death, Disability or Retirement. For the avoidance of doubt, the Committee retains the discretion to provide for full acceleration of a participant’s PSUs upon such participant’s termination of employment due to Retirement.

“Retirement” under this terms and conditions document shall have the same meaning as early retirement under- a defined benefit pension plan of WK or any of its subsidiaries (collectively, the “Company”). If the Participant does not participate in a defined benefit pension plan of the Company, Retirement means that the Participant terminates employment with the Company on or after the Participant has attained age 55 with at least five years of service with the Company and the Participant’s combined age and years of service equal at least 65. For example, a Participant who has attained age 55 and 7 months and who has 9 years and 8 months of service will have a combined age and service over 65.

Upon the termination of the Participant’s employment due to the Participant’s death or Disability prior to the Vesting Date, all outstanding PSUs subject to this award will fully vest immediately, and will be considered fully earned and will be payable in full, with all applicable Performance Goals deemed achieved at the applicable target level effective as of the Participant’s death or as of the date the Participant’s employment was terminated by the Company due to the Participant’s Disability, as applicable.

An award will qualify as a Substitute Award if it is assumed by any successor corporation, affiliate thereof, person or other entity, or replaced with awards that, solely in the discretionary judgment of the Committee, preserves the existing value of the then outstanding portion of this PSU award at the time of the Change of Control and provide vesting, settlement terms, performance goals and performance period, as applicable, that are at least as favorable to Participants as vesting, payout terms applicable to this PSU award, performance goals and performance period applicable to the PSUs (including the terms and conditions that would apply in the event of a subsequent Change of Control).

If and to the extent this PSU award is assumed by a successor corporation (or affiliate, person or other entity thereto) or is replaced with a Substitute Award, then such Substitute Award shall remain outstanding and be governed by its respective terms and the provisions of the applicable plan.

The Committee may make additional adjustments or settlements of outstanding PSU awards, including this award as it deems appropriate and consistent with the Plan’s purposes, including adjustments related to adverse tax consequences for Participants or the Company.

The return of PSU payment under paragraph (c) is in addition to and separate from any other relief available to the Company due to the Participant’s Detrimental Conduct.

“Detrimental Conduct” means conduct that is contrary or harmful to the interest of the Company, including, but not limited to, (i) conduct relating to the Participant’s employment for which either criminal or civil penalties against the Participant may be sought, (ii) breaching the Participant’s fiduciary duty or deliberately disregarding any of the Company’s policies or code of conduct, (iii) violating the Company’s insider trading policy or the commission of an act or omission which causes the Participant or the Company to be in violation of federal or state securities laws, rules, regulations, and/or the rules of any exchange or association of which the Company is a member, including

statutory disqualification, (iv) disclosing or misusing any confidential information or material concerning the Company, (v) participating in a hostile takeover attempt of the Company, (vi) engaging in an act of fraud or intentional misconduct during the Participant’s employment that causes the Company to restate all or a portion of the Company’s financial statements, or (vii) conduct resulting in a financial loss to the Company even though the Company is not required to or does not actually restate all or any portion of its financial statements.

For a Participant who is an executive officer for purposes of Section 16 of the Exchange Act, any determination of whether the Participant has engaged in an act of fraud or intentional misconduct during the Participant’s employment that causes the Company to restate all or a portion of the Company’s financial statements shall be made by the Committee and shall be subject to the review and approval of the Board of Directors.

If, at any time, the Company determines that a Participant has breached the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this PSU award, the Participant will be obligated, to the maximum extent permitted by law, to reimburse the Company for the Net PSU Proceeds paid to the Participant pursuant to this PSU award. By accepting this PSU award, the Participant also agrees and acknowledges that if the Participant breaches the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this PSU award, because it would be impractical and excessively difficult to determine the actual damages to the Company as a result of such breach, any remedies at law (such as a right to monetary damages) would be inadequate. The Participant therefore agrees that, if the Participant breaches the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this PSU award, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy available to it) to a temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without proof of actual damage. If this PSU award has not vested on the date the Company determines the Participant breached the non-competition, non-solicitation, non-disparagement, or confidentiality provisions of this PSU award, this PSU award shall be forfeited by the Participant and cancelled by the Company.

The rights contained in this section shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, (i) any right that the Company may have under any other Company recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D-1 of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) and under any clawback policy of the Company implemented to comply with such requirements.

The Plan is hereby incorporated by reference. In the event of any conflict between the Plan and this PSU award, the provisions of the Plan shall control and this PSU award shall be deemed modified accordingly.

These terms and conditions are subject to the provisions of the WK Kellogg Co 2023 Long-Term Incentive Plan document and any additional terms and conditions as determined by the Committee.

Date: [●]

Exhibit 10.4

WK KELLOGG CO EXECUTIVE SEVERANCE BENEFIT PLAN

WK Kellogg Co (“WK”) is establishing the WK Kellogg Co Executive Severance Benefit Plan (the “Plan”) effective as of February 8, 2024, for the benefit of eligible executives (“Executives”) who are identified by the Compensation and Talent Management Committee of Board of Directors of WK as set forth on Appendix A. The Plan is designed to apply in situations where WK Kellogg Co or any of its Affiliates (as defined below) terminates the employment of an eligible Executive under circumstances entitling the Executive to certain severance payments and benefits, as determined in the sole discretion of the WK.

This document sets forth the terms of the Plan effective as of February 8, 2024.

For purposes of the Plan, (a) “Affiliates” means any subsidiary of which WK Kellogg Co owns, directly or indirectly, at least 80% of the voting equity; provided, however, that the Committee may, from time to time in its sole discretion, exclude certain Affiliates from participation in the Plan. Kellogg Company and its affiliates other than WK Kellogg Co and its Affiliates are specifically excluded from the Plan; and (b) “Company” means WK Kellogg Co together with its Affiliates that participate in the Plan.

The Plan is intended to constitute an “employee welfare benefit plan” as that term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It shall be administered and interpreted in all respects consistent with this intent. This document constitutes the summary plan description and plan document for the Plan.

Eligible Employees

Each Executive of the Company who is not party to an employment agreement with the Company and who is listed on Appendix A, as may be amended from time to time by the Compensation and Talent Management Committee of WK’s Board of Directors, may be eligible for severance benefits under the Plan if the Executive satisfies all of the conditions set forth in the Plan.

An Executive on an approved leave of absence at the time of a Company-initiated action that would otherwise result in the termination of his or her employment, will be considered for severance benefits under the Plan at the conclusion of the approved leave. At such time, the individual must meet all of the necessary prerequisites to return to active employment under the terms of the approved leave and must also satisfy the eligibility requirements of the Plan in order to be eligible to receive severance benefits.

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February 8, 2024

Termination of Participation

Except as specifically provided elsewhere in this document, an Executive’s eligibility for severance benefits under the Plan will cease on the date the Executive terminates employment with the Company.

Conditions for Severance Benefits

Subject to the provisions set forth above, an eligible Executive may receive severance benefits if he or she meets all of the following conditions:

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February 8, 2024

Severance benefits under the Plan are extra compensation to eligible Executives, not compensation that the Company is required to pay outside of the Plan. Therefore, the severance benefits will be provided as consideration for the Executive’s execution of and compliance with the Severance Agreement and Release of Claims and any other agreement with the Company, and for the Executive’s cooperation in the Company’s transition efforts.

Executives Not Eligible to Receive Severance Benefits

The following individuals are not eligible to receive severance benefits under the Plan:

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February 8, 2024

For purposes of the Plan, an offer of employment will be deemed to be an offer of “reasonable alternative employment” if, both (i) the new Market Reference Point, as that term is defined in the Company’s employment policies and procedures, is equal to at least 85% of the Executive’s then current Market Reference Point, and (ii) the distance between the Executive’s residence and the new place of employment is not more than 50 miles, or the distance of the Executive’s current commute, whichever is greater.

Severance Leave of Absence/Nature and Duration of Severance Payments

An eligible Executive will be placed on a SLOA that begins immediately upon the date the Executive would otherwise terminate employment. During the SLOA, the Executive will be entitled to receive severance pay based on the then-current payroll practice (which may change during the SLOA period), and in the same manner (such as by direct deposit) as he or she had previously received base pay or base salary, and the payments will continue for the length of time described in the section below called “Amount of Severance Pay.”

Although severance pay will look similar to the Executive’s former base pay or base salary, it will not be considered “compensation” or otherwise included for benefit calculation purposes under any retirement plan of the Company. The eligible Executive will not accrue additional credited service during the SLOA for purposes of any Company-sponsored retirement plan.

Early Termination of Benefits

An Executive’s severance benefits (including severance pay and continuation of benefits under the Company’s welfare benefit plans) will end, and his or her SLOA will terminate, on the earliest of the following events (“Disqualifying Events”):

Clawback/Return of Benefits

An Executive or former Executive who breaches any term contained in the Severance Agreement and Release of Claims or in any other agreement with the Company, will be required to repay to the Company all severance benefits previously paid to that Executive or former Executive. Such amount shall be immediately due and payable without notice and the Executive or former Executive 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.

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February 8, 2024

The amount of an eligible Executive’s severance pay will be based on the Executive’s role as of the commencement of the Executive’s SLOA, as set forth below, but reduced by the number of weeks of severance pay the Executive previously received under the Plan, if any:

An eligible Executive may receive severance benefits in addition to those described in this document only with the written approval of the Compensation and Talent Management Committee of WK’s Board of Directors.

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 Executive transferred to the U.S. from a foreign Affiliate, the severance benefits provided under the Plan shall be reduced (but not below the minimum benefit for the Executive’s pay grade at the commencement of the Executive’s SLOA) by the amount of any severance or separation pay and benefits and/or salary-based guaranteed compensation payments the Executive previously received under the terms of any Other Severance Arrangement as a result of the Executive’s transfer to the U.S. In addition, the severance benefits 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 at the commencement of the Executive’s SLOA or subsequent termination of employment under the terms of any Other Severance Arrangement.

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February 8, 2024

Definitions

For purposes of calculating the severance pay set forth above, the following definitions will apply:

Week of Pay

A Week of Pay for an Executive is the sum of (i) current bi-weekly base salary x 26 (pay periods per year) divided by 52 (weeks) and (ii) Executive’s target annual cash bonus 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.

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 Executive and the Company are party (other than the Plan); (ii) any other severance plan, policy or arrangement in which the Executive participates, including any change in control policy that covers the Executive; (iii) any statutory severance scheme applicable to the Executive, 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.

Notwithstanding the provisions of any applicable equity incentive plan or equity compensation plan maintained by the Company pursuant to which an Executive has received an equity grant and the Executive’s relevant grant agreement, Executive shall continue to vest in his or her stock options, restricted stock awards and restricted stock units throughout the SLOA. Executive’s performance stock units (PSUs) will be forfeited at the beginning of the SLOA.

If the Executive is Retirement Eligible on or prior to the first day of the SLOA, to the extent terms of the relevant grant agreement governing the terms of a restricted stock unit award or PSUs would otherwise result in full vesting of the award upon a termination of employment those terms shall apply instead of the aforementioned continued vesting throughout the SLOA or forfeiture, as applicable.

For purposes of this Plan, “Retirement Eligible” means the Executive has satisfied the requisite conditions for early retirement under a defined benefit pension plan. If the Executive does not participate in a defined benefit pension plan, “Retirement Eligible” means Executive has attained age 55 with at least five years of service with the Company and the Executive’s combined age and years of service equal at least 65. For example, an Executive who has attained age 55 and 7 months and who has 9 years and 8 months of service will have a combined age and service over 65.

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February 8, 2024

No additional vacation days/PTO will accrue during the SLOA. The Executive will be entitled to receive any accrued but unused vacation pay/PTO as of the commencement of the SLOA per the vacation/PTO policy. Vacation pay/PTO cannot be used to extend the commencement of the SLOA or to extend an Executive’s employment beyond the ultimate date established by the Company as the date of the Executive’s termination of employment.

Health Insurance

An Executive on a SLOA will no longer be eligible for medical, dental, prescription drug and vision coverage, effective as of the first day of the SLOA. Executives on a SLOA, and their eligible dependents, can continue their coverage in these benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If the Executive timely and properly elects health continuation coverage under COBRA, the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents until the earlier of (A) the last day of the SLOA and (B) the date Executive becomes eligible to receive substantially similar coverage from another employer or other source. No employer contribution to a health savings account will be made for an Executive on a SLOA.

Executives will be eligible for Executive Assistance Program (“EAP”) services during the SLOA, 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

Throughout the SLOA, an eligible Executive will be allowed to continue his or her participation in the following Employer-sponsored employee benefit programs to the extent they are provided to the Executives of that Employer and otherwise in accordance with the terms of the respective plan: life insurance and voluntary programs (including supplemental life insurance and long-term care). The Executive will be able to continue such participation so long as the Executive (i) pays the monthly premium or contribution rate applicable to “active” Executives, (ii) complies with the other terms of the respective plan, and (iii) complies with the terms of the Severance Agreement and Release of Claims. Thereafter, the Executive may be eligible to continue those benefits by purchasing an individual conversion policy. Executives should contact the insurance carrier for information regarding individual conversion policies.

Disability Benefits

Coverage under the Company’s disability programs ends as of the commencement of the SLOA. However, if an eligible Executive incurred a disability, as defined under the short-term disability program that applies to the Executive, before the commencement of the SLOA and qualifies for benefits under that short-term disability program, the Executive may receive benefits pursuant to the terms of that program.

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February 8, 2024

In addition, if an eligible Executive incurred a disability, as defined under the long-term disability program that applies to the Executive, before first day of the SLOA and later qualifies for benefits under that long- term disability program, the former Executive may receive benefits pursuant to the terms of that program as long as the former Executive remains disabled under the terms of that program.

Financial Planning Services

Employer-provided financial and tax planning services will end at the commencement of the SLOA; however, if the Executive was eligible for those services prior to the SLOA, financial and tax planning benefits will extend throughout the calendar year in which the SLOA began.

Tuition Reimbursement

Under the WK Kellogg Co tuition reimbursement program, an Executive will be eligible for reimbursement for eligible courses that started prior to the commencement of the SLOA up to the maximum allowed under the program and otherwise in accordance with the terms of the program.

Active Placement Assistance

Eligible Executives will be provided 12 months of active placement assistance.

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 commencement of the SLOA.

At or before the commencement of the SLOA, an eligible Executive will be given the Severance Agreement and Release of Claims that is described in the section above called “Conditions for Severance Benefits.” The Executive 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.

Although the Executive’s severance pay may begin before the expiration of such deadline and revocation period, the entitlement to any severance benefits under this Plan is contingent upon the Executive’s submission of an executed and unrevoked Severance Agreement and Release of Claims.

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February 8, 2024

Therefore, if an Executive 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, no additional severance benefits will be paid to the Executive and the Company may offset the amount of any severance benefits already paid from sums otherwise due to the Executive (such as non-qualified retirement plan payments), and if the full amount of said severance benefits are not fully offset, the Executive shall pay the balance to WK Kellogg Co immediately upon demand and the Executive shall be liable for all expenses, including costs and attorney fees, incurred by the Company in connection with recovery of severance benefits paid to the Executive.

Other Obligations

Any obligations or duties of an eligible Executive 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.

Integration, Offsets and Taxes

All amounts owed by the Executive 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 payments in satisfaction of the amount the Executive 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 Executive 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 benefits to be paid to some other person, persons, or institution on behalf of the Executive.

Payment of Benefits in Case of Death

In the event that an eligible Executive dies after signing a Severance Agreement and Release of Claims which has not been revoked by the Executive prior to death, but before receipt of all severance pay benefits to which he or she was entitled under the Plan, a lump sum payment of the remaining severance pay will be distributed to the estate of the Executive. If, however, an otherwise eligible Executive dies prior to signing a Severance Agreement and Release of Claims, no severance pay will be paid to the estate of the Executive or to anyone else.

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February 8, 2024

Assignment of Benefits

Any assignment of all or part of an eligible Executive’s severance pay is void under the terms of the Plan. For example, creditors cannot claim an Executive’s severance pay to satisfy such his or her debts. In addition, an Executive 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.

WK Kellogg Co 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.

WK Kellogg Co 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 WK Kellogg Co.

The Plan may be amended in any way, including, but not limited to, changing the amount of severance benefits that an Executive 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 WK Kellogg Co 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.

Committee

The Plan is administered by the WK Kellogg Co 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:

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February 8, 2024

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 Executive obligation, including but not limited to withholding from an Executive, 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 myHR 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.

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February 8, 2024

If the claimant delivers the requested information within the time frame specified, the 60-day extension of the appeal period will begin 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 WK Kellogg Co or any of its Affiliates.

Compliance With Certain Tax Laws

This Plan is intended to be exempt from the application of Section 409A of the Internal Revenue Code of 1986 as amended (“Section 409A”) under what is known as the “short-term deferral rule” or as reimbursements under a separation pay plan. Specifically, whether an eligible Executive has a “termination of employment” is determined by reference to whether the eligible Executive has had a “separation from service” under Section 409A. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under the Plan will be considered a “separate payment.” In the event that an Executive is a “specified employee” as defined in Section 409A on the first day of his or her SLOA, any severance pay or benefits that are subject to Section 409A shall not be paid until the earlier of the first (1st) payroll date that occurs on or after the date that is six (6) months and one day following the first day of his or her SLOA, or the date of the Executive’s death, and all amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date in a lump sum without interest. The Company makes no guarantee of tax consequences attributable to an Executive’s participation or benefits under this Plan, and shall not be liable for any income tax penalties, interest or other amounts assessed by any taxing authority for any reason.

As a participant in the Plan, Executives are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to:

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February 8, 2024

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 Executive or otherwise discriminate against an Executive in any way to prevent an Executive from obtaining a benefit or exercising the Executive’s rights under ERISA.

If an Executive’s claim for a benefit is denied or ignored, in whole or in part, the Executive 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 Executive can take to enforce the above rights. For instance, if an Executive requests a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, the Executive may file suit in a Federal court. In such a case, the court may require the Committee to provide the materials and pay the Executive up to $110 a day until the Executive receives the materials, unless the materials were not sent because of reasons beyond the control of the Committee. If an Executive has a claim for benefits that is denied or ignored, in whole or in part, the Executive may file suit in a state or federal court.

If an Executive is discriminated against for asserting his rights, the Executive 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 Executive is successful, the court may order the person he has sued to pay these costs and fees. If the Executive loses, the court may order the Executive to pay these costs and fees; for example, if it finds the claim is frivolous.

If an Executive has any questions about the Plan, he or she should contact the Committee. If an Executive has any questions about this statement or about his or her rights under ERISA, he or she 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, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. Executives may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefit Security Administration.

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February 8, 2024

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February 8, 2024

Exhibit 10.5

WK KELLOGG CO

CHANGE OF CONTROL SEVERANCE

POLICY FOR KEY EXECUTIVES

Introduction

The Board of Directors of WK Kellogg Co recognizes that, from time to time, the Company may explore or otherwise be subject to potential transactions that could result in a Change of Control of the Company. This possibility and the uncertainty such an event creates may result in the loss or distraction of employees of the Company to the detriment of the Company and its stockholders.

The Board considers the avoidance of such loss and distraction to be essential to protecting and enhancing the best interests of the Company and its stockholders. The Board also believes that when a Change of Control is perceived as imminent, or is occurring, the Board should be able to receive and rely on disinterested service from employees regarding the best interests of the Company and its stockholders without concern that employees might be distracted or concerned by the personal uncertainties and risks created by the perception of an imminent or occurring Change of Control.

In addition, the Board believes that it is consistent with the Company’s employment practices and policies and in the best interests of the Company and its stockholders to treat fairly its employees whose employment terminates in connection with or following a Change of Control.

Accordingly, the Board has determined that appropriate steps should be taken to assure the Company of the continued employment and attention and dedication to duty of certain of its key management employees and to seek to ensure the availability of their continued service, notwithstanding the possibility or occurrence of a Change of Control. Therefore, in order to fulfill the above purposes, the following Change of Control Severance Policy for Key Executives has been developed and adopted.

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ARTICLE I

ESTABLISHMENT OF PLAN

The Company established the WK Kellogg Co Change of Control Severance Policy for Key Executives (the “Plan”) effective as of February 8, 2024 (the “Effective Date”).

ARTICLE II

DEFINITIONS

As used herein the following words and phrases shall have the following respective meanings (unless the context clearly indicates otherwise):

2.1 Affiliate. Any entity controlled by, controlling or under common control with the Company.

2.2 Annual Base Salary. Twelve times the higher of

(a) The highest monthly base salary paid or payable to the Participant by the Company and the Affiliates in respect of the twelve-month period immediately preceding the month in which the Change of Control occurs, and

(b) The highest monthly base salary in effect at any time thereafter, in each case including any base salary that has been earned and deferred.

2.3 Annual Bonus. The annual cash bonus awarded to the Participant in respect of a fiscal year under the Company’s or its Affiliate’s annual incentive plans, or any comparable bonus under any predecessor or successor plans.

2.4 Board. The Board of Directors of WK Kellogg Co.

2.5 Cause. As defined in Section 4.2(b)(i).

2.6 Change of Control. Change of Control means:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of:

(i) 20% or more of either:

(A) The then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or

(B) The combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), if immediately following such acquisition the W.K. Kellogg Foundation Trust and George Gund III together with the Gund family trusts that have a common trustee (collectively, the “Trusts”) do not own, in the aggregate, more than 35% of the Outstanding Company Common Stock or Outstanding Company Voting Securities; or

(ii) 30% or more of either

(A) The Outstanding Company Common Stock; or

(B) The Outstanding Company Voting Securities, if immediately following such acquisition the Trusts own, in the aggregate, more than 35% of the Outstanding Company Common Stock or Outstanding Company Voting Securities;

provided, however, that, for purposes of this Section 2.6(a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, (4) any acquisition by the Trusts or (5) any acquisition by any corporation pursuant to a transaction that complies with Sections 2.6(c)(i), 2.6(c)(ii) and 2.6(c)(iii); or

(b) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though that individual were a member of the Incumbent Board, but excluding, for this purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination,

(i) All or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a Board. result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be;

(ii) No Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then- outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination; and

(iii) At least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

2.7 Code. The Internal Revenue Code of 1986, as amended from time to time.

2.8 Committee. The Compensation and Talent Management Committee of the

2.9 Company. WK Kellogg Co, a Delaware corporation, and any successor thereto.

2.10 Date of Termination. Date of Termination means:

(a) If the Participant’s employment is terminated by the Company for Cause, or by the Participant for Good Reason, the date of receipt of the Notice of Termination (as described in Section 4.2(c)) or any later date specified therein, as the case may be,

(b) If the Participant’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Participant of his or her termination, and

(c) If the Participant’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Participant or the Disability Effective Date, as the case may be.

2.11 Disability. As defined in Section 4.2(b)(ii).

2.12 Disability Effective Date. As defined in Section 4.2(b)(ii).

2.13 Effective Date. February 8, 2024.

2.14 Employer. The Company or any of its Affiliates.

2.15 Good Reason. As defined in Section 4.2(a).

2.16 Group Multiple. Is defined as set forth next to each Participant’s name in Appendix A, not to exceed three.

2.17 Key Executive. A key executive employee of an Employer who is not a party to an employment agreement with the Company that becomes effective in the event of a Change of Control of the Company and who is listed on Appendix A to the Plan, as amended by the Committee from time to time.

2.18 Participant. A Key Executive who meets the eligibility requirements of Section 3.1.

2.19 Participation Letter. A letter from the Company to a Key Executive notifying the Key Executive of his or her selection for participation in the Plan.

2.20 Plan. The WK Kellogg Co Change of Control Severance Policy for Key Executives, as set forth in this document.

2.21 Retirement Plan. As defined in Section 4.3(a)(iii).

2.22 Separation Benefits. The amounts and benefits payable or required to be provided in accordance with Section 4.3.

2.23 SERP. As defined in Section 4.3(a)(iii).

2.24 Target Annual Bonus. The Participant’s Target Annual Bonus Percentage multiplied by the Participant’s Annual Base Salary.

2.25 Target Annual Bonus Percentage. The Participant’s target bonus percentage under the Company’s or its Affiliate’s annual incentive plans, or any comparable bonus under any predecessor or successor plans in effect for the year in which the Change of Control occurs, or if higher, the year in which the Date of Termination occurs.

ARTICLE III

ELIGIBILITY

3.1 Participation. Each Key Executive who has received a Participation Letter from the Company that has not been rescinded (which may occur solely due to the Participant’s removal from Appendix A as provided below) shall be a Participant in the Plan. Appendix A may be amended by the Committee by adding or removing Key Executives at any time prior to the occurrence of a Change of Control, and, upon removal of a Key Executive from Appendix A, the Participation Letter shall thereafter have no further force and effect; provided, however, that no Key Executive may be so removed after the Board has knowledge of a transaction or event that, if consummated, would constitute a Change of Control, unless and until the Board has determined that the potential Change of Control has been abandoned and shall not be consummated, and the Board does not have knowledge of other transactions or events that, if consummated, would constitute a Change of Control; provided further that any such removal of a Participant shall not be effective until the date that is 12 months following the date the Participant is notified of such removal.

3.2 Duration of Participation. A Participant shall cease to be a Participant in the Plan and the Participant’s Participation Letter shall have no further force and effect, if he or she:

(a) Ceases to be employed by an Employer under circumstances not entitling him or her to Separation Benefits; or

(b) Otherwise ceases to be a Key Executive, provided that no Key Executive may be removed from Plan participation in connection with or in anticipation of a Change of Control that actually occurs.

Notwithstanding the foregoing, a Participant who is entitled, as a result of ceasing to be a Key Executive of an Employer, to receive benefits under the Plan shall remain a Participant in the Plan until the amounts and benefits payable under the Plan have been paid or provided to the Participant in full.

ARTICLE IV

SEPARATION BENEFITS

4.1 Right to Separation Benefits. A Participant shall be entitled to receive from the Company the Separation Benefits as provided in Section 4.3 if a Change of Control has occurred and the Participant’s employment with an Employer is terminated under circumstances specified in Section 4.2(a), whether the termination is voluntary or involuntary, and if the termination:

(a) Occurs after the Change of Control and on or before the second anniversary of the Change of Control; or

(b) Is reasonably demonstrated by the Participant to have been initiated by a third party that has taken steps reasonably calculated to effect a Change of Control or otherwise to have arisen in connection with or in anticipation of a Change of Control.

4.2 Termination of Employment.

(a) Terminations Which Give Rise To Separation Benefits Under The Plan. Any termination of a Participant’s employment with an Employer by action of the Company or any of its Affiliates or by the Participant for Good Reason shall give rise to Separation Benefits under the Plan except as set forth in Section 4.2(b) below.

For purposes of the Plan, “Good Reason” shall mean:

(i) A diminution in any material respect of the Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities from those in effect immediately prior to the Change of Control, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company and/or the Affiliate promptly after receipt of notice thereof given by the Participant; or

(ii) A decrease in the Participant’s Annual Base Salary or a decrease in the Participant’s target Annual Bonus percentage from the target Annual Bonus percentage in effect for the Participant immediately prior to the Change of Control or, if higher, the Date of Termination (excluding a decrease in Annual Base Salary or target Annual Bonus percentage resulting from an across-the-board change to the applicable bonus plan or policy which generally has an equal impact on the other senior executives of the Company and its Affiliates); or

(iii) The Company’s or the Affiliate’s requiring the Participant to be based at any office or location, other than the office or location where the Participant was based and performed services immediately prior to the Change of Control, that is not reasonably commutable by the Participant on a daily basis.

For purposes of this Section 4.2(a), any good faith determination of Good Reason made by the Participant shall be conclusive.

(b) Terminations Which Do Not Give Rise to Separation Benefits Under This Plan. Notwithstanding Section 4.2(a), if a Participant’s employment is terminated for Cause or Disability (as those terms are defined below) or as a result of the Participant’s death, or the Participant terminates his or her employment other than for Good Reason, the Participant shall not be entitled to Separation Benefits under the Plan, regardless of the occurrence of a Change of Control.

(i) A termination for “Cause” shall have occurred where a Participant is terminated because of:

(A) The willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or any of the Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or the Chief Executive Officer believes that the Participant has not substantially performed the Participant’s duties; or

(B) The willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or the Affiliate.

For purposes of this Section 4.2(b)(i), no act, or failure to act, on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company or the Affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company or the Affiliate shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company or the Affiliate.

(ii) A termination for “Disability” shall have occurred where a Participant is absent from the Participant’s duties with the Employer on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Participant or the Participant’s legal representative. In that event, the Participant’s employment with the Employer shall terminate effective on the 30th day after receipt of such notice by the Participant (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Participant shall not have returned to full-time performance of the Participant’s duties.

(c) Notice of Termination. Any termination by the Company for Cause, or by the Participant for Good Reason, shall be communicated by a Notice of Termination to the other party in accordance with Section 7.6 of the Plan. For purposes of the Plan, a “Notice of Termination” means a written notice that:

(i) Indicates the specific termination provision in the Plan relied upon;

(ii) To the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated; and

(iii) If the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice).

The failure by a Participant or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Participant or the Company, respectively, under the Plan or preclude the Participant or the Company, respectively, from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights under the Plan.

4.3 Separation Benefits. If a Participant’s employment is terminated under the circumstances set forth in Section 4.2(a) entitling him or her to Separation Benefits, the Company shall pay or provide, as the case may be, to the Participant the amounts and benefits set forth in subsections (a) through (e) below (collectively, the “Separation Benefits”):

(a) The Company shall pay to the Participant, in a lump sum in cash, the aggregate of the following amounts:

(i) The sum of the amounts described in subsections (A), (B), (C) and (D) below:

(A) The Participant’s Annual Base Salary through the Date of Termination to the extent not theretofore paid;

(B) The product of:

(x) The Annual Bonus equal to the product of:

(1) The Participant’s Annual Base Salary; and

(2) The Participant’s Target Annual Bonus Percentage; and

(y) A fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and

(C) Any compensation previously deferred by the Participant (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subsections (A), (B) and (C) above, the (“Accrued Obligations”)); and

(ii) The amount equal to the product of the amounts described in subsections (A) and (B) below:

(A) The Participant’s Group Multiple as described in Appendix A; and

(B) The sum of

(x) The Participant’s Annual Base Salary; and

(y) The Participant’s Target Annual Bonus; and

(iii) An amount equal to the excess of the amount described in subsection (A) below over the amount described in subsection (B) below:

(A) The actuarial equivalent of the benefit under the Company’s or its Affiliate’s qualified defined benefit retirement plan or plans (which, for purposes of this Section 4.3(a)(iii) shall include qualified defined benefit retirement plan or plans of Kellanova (formerly Kellogg Company) in which the Participant participates), including any plan or arrangement maintained or sponsored in a jurisdiction other than the United States pursuant to statute or otherwise, in which the Participant participates (the “Retirement Plan”) (utilizing actuarial assumptions no less favorable to the Participant than those in effect under the Retirement Plan immediately prior to the Change of Control) and any excess or supplemental retirement plan or plans in which the Participant participates, including any individual contract, agreement, letter or other arrangement to which the Participant is a party (taking into account, without limitation, any additional age and/or vesting service credit that would have been earned thereunder) (collectively, the “SERP”) that the Participant would receive if the Participant’s employment continued for a period of years equal to the Participant’s Group Multiple after the Date of Termination and any additional benefit service credit that the Participant would receive if the Participant’s employment continued for a period of years equal to the Participant’s Group Multiple, using the additional years of age and service solely for purposes of determining actuarial equivalency and qualification for any early retirement benefit or subsidary), assuming for this purpose that all accrued benefits are fully vested.

(B) The actuarial equivalent of the Participant’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination (for purposes of this Section 4.3(a)(iii), actuarial equivalent shall mean the approximate basis at which insured annuities could be purchased in the open market on the Date of Termination or, in the case of plans where such equivalency is explicitly defined, actuarial equivalency shall be calculated on the basis specified in the applicable plan document; furthermore, all currency translations shall be made based on the rate in effect on the Date of Termination, and such rate shall apply to both the benefit accrued on the Date of Termination, as well as to the value of the benefit calculated that includes the additional years of age and service equal to the Participant’s Group Multiple; furthermore, for purposes of calculating actuarial equivalence of a pension benefit (with or without the additional years of age and vesting service), the Participant’s eligibility to receive, and the amount of, an immediately commencing early retirement benefit shall be reflected in the calculation of the actuarial equivalent benefit).

(C) For purposes of clarity, the benefit under this Section 4.3(a)(iii) shall be paid in cash from the general assets of the Company and shall not be eligible to be rolled over to an IRA or qualified plan.

(D) The value of any contribution to the Company’s Savings and Investment Plan that would have been made if the Participant (i) continued in employment during the applicable Group Multiple period; (ii) contributed the maximum deferral of employee contributions under the S&I Plan; and (iii) was fully vested. This benefit shall be paid from the general assets of the Company and shall not be eligible to be rolled over to an IRA or qualified plan.

Notwithstanding the first sentence of this Section 4.3(a), the benefits described in this Section 4.3(a) shall be paid in equal bi-weekly installments over a period of years equal to the Participant’s Group Multiple if the circumstances set forth in Section 4.2(a) entitling the Participant to Separation Benefits do not satisfy the definition of a “change in control” under Section 409A of the Code.

(b) For a period of years equal to the Participant’s Group Multiple after the Participant’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Participant shall be deemed to be on a leave of absence from the Company or its Affiliates and the Company shall continue to provide welfare benefits to the Participant and/or the Participant’s family at least equal to those that would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company and its Affiliates (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide the Participant with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Participant at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates and their families., provided, however, that if the Participant becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described in this subsection shall be secondary to the benefits provided under the other employer’s plan during the applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Participant for retiree benefits pursuant to such plans, practices, programs and policies, the Participant shall be considered to have remained employed for a period of years equal to the Participant’s Group Multiple after the Date of Termination and to have retired on the last day of such period. Notwithstanding the foregoing, in the event the terms of the applicable plan terminates coverage upon separation of employment or applicable non-discrimination rules impose adverse tax consequences on the Company or Participant, the Company will pay the Participant the equivalent value of the welfare coverage for the Group Multiple period based upon the premiums or premium equivalents for the applicable benefit(s) in a lump sum cash payment;

(c) the relevant terms of any of the Company’s stock incentive plans and the award agreements thereunder shall be superseded and for all purposes of the vesting and exercisability of equity-based awards granted under such plans and agreements, the Participant shall be deemed to be on a leave of absence from the Company or its Affiliates for a period of years equal to the Participant’s Group Multiple after the Date of Termination and the Participant’s termination of employment from the Company or its Affiliates shall be deemed to occur on either the first anniversary (for Participants with a Group Multiple of one or less) or the second anniversary (for Participants with a Group Multiple greater than one) of the Date of Termination;

(d) The Company shall, at its sole expense as incurred, provide the Participant with outplacement services the scope and provider of which shall be selected by the Participant in the Participant’s sole discretion; provided, however, such outplacement services shall not be provided later than the last day of the taxable year following the taxable year in which the Participant’s Date of Termination occurs (for Participants with a Group Multiple of one or less) or the last day of the second taxable year following the taxable year in which the Participant’s Date of Termination occurs (for Participants with a Group Multiple greater than one); and

(e) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Participant any other amounts or benefits required to be paid or provided or that the Participant is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliates.

Notwithstanding the foregoing, to the extent necessary to comply with the provisions of Section 409A of the Code, the payment of separation benefits under this Section 4.4 to a “specified employee” shall be delayed until the date which is six months after the Participant’s severance from employment (within the meaning of Section 409A of the Code). For purposes of this paragraph, a “specified employee” means a Participant who, at the time payment is to be made, is a “key employee” of the Company or its Affiliates, within the meaning of Section 416(i) of the Code, but disregarding Section 416(i)(5) of the Code. The determination of who is a specified employee shall be made during the 90-day period following the close of each calendar year, based on total compensation and job position for the preceding calendar year, and shall apply for the period beginning on April 1 following such 90-day period and ending the following March 31.

4.4 Separation Payments Contingency. Upon a Change of Control and termination of employment under the circumstances described in Section 4.2(a), the obligations of the Company to pay or provide Separation Benefits to a Participant are contingent on the following:

(a) Non-Solicitation. The Participant’s entering into and adhering to a written agreement providing that the Participant will not solicit any employee of the Company or an Affiliate to leave the Company or an Affiliate and to work for any other entity, whether as an employee, independent contractor or in any other capacity, for a period of up to one year following the Participant’s Date of Termination. Should the Participant violate this non- solicitation agreement, the Participant will be obligated to pay back to the Company all payments received pursuant to this Plan, and the Company will have no further obligation to pay or provide the Participant any Separation Benefits that may be remaining due under this Plan;

(b) Non-Disparagement. The Participant’s entering into and adhering to a written agreement providing that, in discussing the Participant’s relationship with the Employer, the Participant will not disparage, discredit or otherwise treat in a detrimental manner the Employer, its affiliated and parent companies or their officers, directors and employees. In this written agreement the Employer shall also agree that, in discussing its relationship with the Participant, the Employer will not disparage, discredit or otherwise treat the Participant in a detrimental way. Should the Participant violate this non-disparagement agreement, the Participant will be obligated to pay back to the Company all payments received pursuant to this Plan, and the Company will have no further obligation to pay or provide the Participant any Separation Benefits that may be remaining due under this Plan; and

(c) General Release of Claims. The Participant’s execution of a general release of claims in the form and substance to be reasonably acceptable to the Company, releasing the Employer, its affiliated companies and their officers, directors, agents and employees from any claims or causes of action of any kind that the Participant might have against any one or more of them regarding the Participant’s employment or the termination

of that employment as of the date of the release of claims, and provided the Participant does not thereafter revoke the release of claims.

Payment of Separation Benefits shall be made promptly after the release of claims is executed, but in no event later than 90 days following the date the release of claims is executed.

4.5 Payment Obligations Absolute. Upon a Change of Control, the obligations of the Company and the Affiliates to pay or provide the payments or benefits under the Plan shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or the Affiliates may have against any Participant. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to a Participant under any of the provisions of the Plan, nor shall the amount of any payment under the Plan be reduced by any compensation or benefits earned by a Participant as a result of employment by another employer.

4.6 Eliminate Excise Tax Coverage. If a Change of Control occurs and a Participant becomes entitled to Separation Benefits under the Plan that would be subject to the excise tax imposed under Section 4999 of the Code, the Company shall reduce its payment of Separation Benefits to the Participant to $1.00 less than that amount which would trigger the excise tax if such reduction would result in the Participant receiving an equal or greater after-tax benefit than the Participant would receive if the full Separation Benefits were paid. The Separation Benefits shall be reduced in the following order of priority: (i) first from cash compensation under Section 4.3(a), (ii) next from any additional SERP benefits under Section 4.3(b), then (iii) from equity-based awards under Section 4.3(c), and then (iv) pro-rata among all remaining payments and benefits, provided, however, that this payment structure complies with applicable law, including Section 409A of the Code.

4.7 Non-exclusivity of Rights. Nothing in the Plan shall prevent or limit a Participant’s continuing or future participation in any plan, program, policy or practice provided by the Company or the Affiliates and for which the Participant may qualify (other than a severance or termination pay plan providing severance benefits or termination pay that would be duplicative of the benefits provided under the Plan, unless required by statute), nor, subject to Section 7.2, shall anything in the Plan limit or otherwise affect rights the Participant may have under any contract or agreement with the Company or the Affiliates (other than an agreement or contract providing severance benefits or termination pay that would be duplicative of the benefits provided under the Plan, unless required by statute). Amounts or benefits that are vested benefits or that the Participant is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or the Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Plan.

ARTICLE V

SUCCESSOR TO COMPANY

The Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place.

In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan, the Company shall require the successor to expressly and unconditionally assume and agree to perform the Company’s obligations under the Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in the Plan, shall mean the Company as defined in Section 2.6 and any successor or assignee to the business or assets which by reason hereof becomes bound by the Plan.

ARTICLE VI

AMENDMENT AND TERMINATION

The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board, unless a Change of Control has previously occurred. Any such permitted termination or amendment that would be adverse to any Participant, as determined in the reasonable, good faith discretion of the Company, shall not be effective until the date that is 12 months following the date Participant is notified of the termination or amendment.

However, after the Board has knowledge of a possible transaction or event that, if consummated would constitute a Change of Control, the Plan may not be terminated or amended in any manner that would adversely affect the rights or potential rights of Participants, unless and until the Board has determined that all transactions or events that, if consummated, would constitute a Change of Control have been abandoned and will not be consummated, and, provided that, the Board does not have knowledge of other transactions or events that, if consummated, would constitute a Change of Control. If a Change of Control occurs, the Plan shall no longer be subject to amendment, change, substitution, deletion, revocation or termination in any respect that adversely affects the rights of Participants.

ARTICLE VII

MISCELLANEOUS

7.1 Indemnification. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Participant may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or its Affiliates, the Participant or others of the validity or enforceability of, or liability under, any provision of the Plan or any guarantee of performance thereof (including as a result of any contest by the Participant about the amount of any payment pursuant to the Plan), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

7.2 Employment Status. The Plan does not constitute a contract of employment or impose on a Participant, the Company or the Affiliates any obligation to retain the Participant as an employee, to change the status of the Participant’s employment as an “at will” employee, or to change the Company’s or the Affiliate’s policies regarding termination of employment.

7.3 Taxes and Tax Withholding. The Company may withhold from any amounts payable under the Plan such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

7.4 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.5 Governing Law. The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of Delaware, to the extent not preempted by ERISA, as defined below, without reference to principles of conflict of law.

7.6 Notice. All notices and other communications under the Plan shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

or to such other address as either party shall have furnished to the other in writing in accordance with the Plan. Notice and communications shall be effective when actually received by the addressee.

7.7 Unfunded Plan Status/ERISA. The Plan is intended to be an unfunded plan providing benefits to a select group of management or highly compensated employees, and, to the extent applicable to “top hat” plans, subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). This Plan incorporates by reference, provisions required by ERISA applicable to top hat plans, including, but not limited to appeal rights, set forth in the WK Kellogg Co Severance Benefit Plan (the “Severance Plan”); provided, however, that benefits under this Plan shall not be duplicative of any benefits provided under the Severance Plan. The Committee has the discretionary authority to determine eligibility and benefits under the Plan, decide appeals and to interpret the terms of the Plan, and its decision shall be final, conclusive and binding. All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular

property or assets of the Company or the Affiliates as a result of participating in the Plan. Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist it in accumulating funds to pay its obligations under the Plan.

Appendix A – Participants and Group Multiples