Kellogg Company Long Term Incentive Plan OPTION TERMS AND CONDITIONS For Performance Year 2019, Options awarded in 2020

Type of Award: Kellogg Company awards to you and you accept an option to purchase the number of shares of Kellogg Company Common Stock ($0.25 par value) (the “Common Stock”) at the option price per share on the date of award described in the Employee Compensation Statement and distributed to you by your manager (such document, together with the Terms and Conditions, being the “Option”). This Option will be forfeited if you are terminated, retired, on long-term disability, on a severance leave of absence or otherwise not an active employee on the date of grant.

Vesting: This Option vests and becomes exercisable in equal installments over three (3) years: one-third on the first anniversary date of the grant, one-third on the second anniversary date of the grant and the remaining one-third on the third anniversary date of the grant. It is your responsibility to exercise this Option prior to or on its Expiration Date, just as is the case with any other employee stock option. Kellogg Company has no obligation to notify or contact you prior to the Expiration Date of this Option, or any other option. This Option partially vests if your employment with Kellogg Company or any of its subsidiaries (the “Company”) terminates because of death, Disability (as defined in the Plan) or Retirement (as defined in the Plan). Vesting in those cases will be pro-rated based on the number of days you were employed during the applicable vesting period of the award. If your employment terminates because of death, the legal representative of your estate or your beneficiary, if so designated, may exercise the vested portion of this Option on or before the first to occur of the Expiration Date and two days after the first anniversary of your death. If your employment terminates because of Disability or Retirement, you may exercise the vested portion of this Option on or before the first to occur of the Expiration Date and the day after the fifth anniversary of your termination of employment due to Disability or Retirement. Retirement under the Plan is the same as the participant’s defined benefit pension-based eligibility criteria for those that receive a defined benefit pension from the Company.  If you do not have a defined benefit pension from the Company, Retirement means you terminate employment with the Company on or after you have attained age 55 with at least five years of service with the Company and your combined age and years of service

Change of Control: In the event of a Change of Control, as defined in the Plan, this Option becomes fully exercisable and vested as of the date of such Change of Control if the award has not been assumed or replaced by a Substitute Award, as defined below.

Non-Solicitation: As a condition for receipt of this Option, and in consideration of the compensation and benefits provided pursuant to this Option, the sufficiency of which is hereby

Non-Disparagement of the Company: As a condition for receipt of this Option, and in consideration of the compensation and benefits provided pursuant to this Option, the sufficiency of which is hereby acknowledged, acceptance of this Option is agreement by you that during the term of your active employment and thereafter, you will not engage in any form of conduct or make any statements or representations that disparage, portray in a negative light, or otherwise impair the reputation, goodwill or commercial interests of the Company or its past, present and future subsidiaries, divisions, affiliates, successors, officers, directors, attorneys, agents and employees.

Preservation of Company Confidential Information: As a condition for receipt of this Option, and in consideration of the compensation and benefits provided pursuant to this Option, the sufficiency of which is hereby acknowledged, acceptance of this Option is agreement by you that you will not (without first obtaining the prior written consent in each instance from the Company) during the term of your employment and thereafter, disclose, make commercial or other use of, give or sell to any person, firm or corporation (other than agents or representatives of the Company in furtherance of your duties), any information received directly or indirectly from the Company or acquired or developed in the course of your employment, including, by way of example only, trade secrets (including organizational charts, employee information such as credentials, skill sets, salaries and background information), ideas, inventions, methods, designs, formulas, systems, improvements, prices, discounts, business affairs, products, product specifications, manufacturing processes, data and know-how and technical information of any kind whatsoever unless such information has been publicly disclosed by authorized officials of the Company.

Exercise: If the exercise of this Option within the time periods set forth herein is prevented by the provisions of Section 16.6 of the Plan, the Option shall remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the Expiration Date.

Taxes: The Company shall have the right to deduct or otherwise require any payment by you of any Federal, state, local or foreign taxes required by law to be withheld. The Company has the right to deduct or require this payment prior to, and as a condition precedent to, issuing or delivering any shares of Common Stock, to you pursuant to this Option. Subject to any terms and conditions which the Committee may impose, the required withholding obligation may be satisfied by reducing the number of shares of Common Stock otherwise deliverable pursuant to this Option. You acknowledge that (i) the ultimate liability for any and all taxes is and remains your responsibility, (ii) the Company makes no representations or undertaking regarding the amount or timing of any taxes, (iii) the Company does not commit to structure the terms of this Option or any aspect of the transfer of the shares to reduce or eliminate your liability for taxes, and (iv) in no event shall the Company be liable for any tax or other costs to you that may arise under Section 409A of the Internal Revenue Code of 1986 (the “Code”).

No Reload: You will not receive any accelerated ownership feature or “reload” options when this Option is exercised or when any tax withholding is paid using shares of Common Stock or otherwise.

Governing Law: This Option shall be construed according to the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict laws) to the extent not superseded by Federal U.S. law.

Recoupment: If at any time (including after a notice of exercise has been delivered), the Committee, including any person authorized pursuant to Section 3.2 of the Plan (an “Authorized Officer”):

reasonably believes that you have engaged in “Detrimental Conduct” (as defined below), then the Committee or an Authorized Officer may suspend your right to exercise this Option pending a determination of whether you have engaged in Detrimental Conduct;

determines that you have engaged in “Detrimental Conduct” (as defined below), then this Option and all rights thereunder shall terminate immediately without notice effective the date on which you engage in such Detrimental Conduct, unless terminated sooner by operation of another term or condition of this Option or the Plan; and/or

determines you have engaged in “Detrimental Conduct” (as defined below), then you may be required to repay to the Company, in cash and upon demand, the Option Proceeds (as defined below) resulting from the sale or other disposition (including to the Company) of shares of Common Stock issued or issuable upon exercise of this Option if the sale or disposition was effected after the Detrimental Conduct occurred.

Offsets: Any amounts the Company owes you from time to time (including amounts owed to you as wages or other compensation, fringe benefits, or vacation pay, as well as, any other amounts owed to you by the Company) may be offset, to the extent of the amounts you owe the Company, provided that amounts owed to you which constitute “non-qualified deferred compensation” under Code Section 409A shall only be offset to the extent allowed under Code Section 409A. Whether or not the Company elects to make any set-off for the full amount owed, calculated as set forth above, you agree to pay immediately the unpaid balance to the Company.

Assignability and Transfer: This Option shall be personal to you and not be assignable or transferable by you except as otherwise specifically provided in this document or the Plan.

Administration: The Plan and this Option shall be administered and interpreted by the Committee, as provided in the Plan. Any decision, interpretation or other action made or taken in good faith by the Committee or an appropriately designated proxy, arising out of or in connection with the Plan shall be final, binding and conclusive on the Company and all employees and their respective heirs, executors, administrators, successors and assigns. Determinations by the Committee or an appropriately designated proxy, including without limitation determinations of employee eligibility, the form, amount and timing of awards, the terms and provisions of awards, and the agreements evidencing awards, need not be uniform and may be made selectively among eligible employees who receive or are eligible to receive awards under the Plan, whether or not such eligible employees are similarly situated. The Committee may amend this Option to the extent provided in the Plan or this Option.

Benefits: This document does not confer on you any right to continue in the employ of the Company, nor does it interfere with the Company’s right to terminate your employment or alter other duties at any time. This Option will not be deemed to be compensation for purposes of computing benefits under any retirement plan of the Company, nor will it affect benefits under any other benefit plan, including any benefit plan under which the availability or amount of benefits is related to compensation. The grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options. All decisions with respect to future option grants, if any, will be at the sole discretion of the Company.

Substitution: The Committee shall have the ability to substitute, without receiving your permission, Stock Appreciation Rights to be paid only in shares of Common Stock for any or

Recordkeeping and Authorization: By accepting this Option, you (i) authorize the Company and any agent of the Company administering the Plan or providing Plan recordkeeping services to disclose to the Company such information and data as the Company shall request in order to facilitate the grant of options and the administration of the Plan; (ii) waive any data privacy rights you may have with respect to such information; and (iii) authorize the Company to store and transmit such information in electronic form.

Severability: The provisions of this Option are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.