Kraft 2008 Annual Report Download - page 103

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in part, pursuant to paragraphs 1 and 2 hereof. As soon as practicable after the Restricted Shares shall have vested pursuant to paragraphs 1 and 2 hereof, subject
to paragraph 7 hereof, the restrictions shall be removed from those of such shares that are held in book entry form, and the Company shall deliver to the
Employee any certificate or certificates representing those of such shares that are held by the Company and destroy or return to the Employee the stock power or
powers relating to such shares. If such stock power or powers also relate to unvested shares, the Company may require, as a condition precedent to the delivery of
any certificate pursuant to this paragraph 4, the execution and delivery to the Company of one or more irrevocable stock powers relating to such unvested shares.
5. Transfer Restrictions. This Award and the Restricted Shares (until they become unrestricted pursuant to the terms hereof) are non-transferable and may
not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such
disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricted Shares shall be forfeited.
6. Withholding Taxes. The Company is authorized to satisfy the actual minimum statutory withholding taxes arising from the granting, vesting or payment
of this Award, as the case may be, by deducting the number of Restricted Shares having an aggregate value equal to the amount of withholding taxes due from
the total number of Restricted Shares awarded, vested, paid or otherwise becoming subject to current taxation. The Company is authorized to satisfy the actual
minimum statutory withholding taxes arising from the granting or vesting of this Award, as the case may be, by, as agent for the Employee, withholding the
number of Restricted Shares having an aggregate value in the amount of withholding taxes due, and instructing the Restricted Stock Award administrator to sell
such Restricted Shares on the open market as soon as practicable, and remitting the proceeds to the appropriate governmental authorities, except to the extent that
such a sale would violate any Federal Securities law or other applicable law. The Company is also authorized to satisfy the actual withholding taxes arising from
the granting or vesting of this Award, or hypothetical withholding tax amounts if the Employee is covered under a Company tax equalization policy, as the case
may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of vested Common Stock by the Employee.
Furthermore, the Company is authorized to satisfy the actual minimum statutory withholding taxes arising from the granting or vesting of this Award, as the case
may be, through any other method established by the Company. Restricted Shares deducted from this Award in satisfaction of actual minimum withholding tax
requirements shall be valued at the Fair Market Value of the Common Stock received in payment of vested Restricted Shares on the date as of which the amount
giving rise to the withholding requirement first became includible in the gross income of the Employee under applicable tax laws. If the Employee is covered by
a Company tax equalization policy, the Employee also agrees to pay to the Company any additional tax obligation calculated and paid in accordance with such
tax equalization policy.
7. Death of Employee. If any of the Restricted Shares shall vest upon the death of the Employee, they shall be registered in the name of the estate of the
Employee.
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠