Kraft 2008 Annual Report Download - page 109

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No provision of this paragraph 3 shall permit the exercise of any Option Shares after the Expiration Date. For purposes of this Agreement, the
Optionee’s employment shall be deemed to be terminated (i) when he or she is no longer actively employed by the Kraft Group, and (ii) when he or she is no
longer actively employed by a corporation, or a parent or subsidiary thereof, substituting a new option for this Option (or assuming this Option) in connection
with a merger, consolidation, acquisition of property or stock, separation, split-up, reorganization, liquidation or similar transaction. The Optionee shall not be
considered actively employed during any period for which he or she is receiving, or is eligible to receive, salary continuation, notice period payments, or other
benefits under the Kraft Foods Inc. Severance Pay Plan, or any similar plan maintained by the Kraft Group or through other such arrangements that may be
entered into that give rise to separation or notice pay, except in any case in which the Optionee is eligible for Retirement upon the expiration of salary
continuation or other benefits. Leaves of absence shall not constitute a termination of employment for purposes of this Agreement. Notwithstanding the foregoing
provisions and unless otherwise determined by the Company, this Option may only be exercised on a day that the New York Stock Exchange (the “Exchange”) is
open. Accordingly, if the Expiration Date is a day the Exchange is closed, the Expiration Date shall be the immediately preceding day on which the Exchange is
open.
4. Exercise of Option and Withholding Taxes. This Option may be exercised only in accordance with the procedures and limitations, set forth in the
Company’s Equity Award Guide, as amended from time to time (the “Methods of Exercise”), provided, however, that the Option may not be exercised by
delivery to the Company (either actual delivery or by attestation) of previously owned shares of Common Stock.
Regardless of any action the Company or the Optionee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll
tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Optionee hereby acknowledges that the ultimate liability for all Tax-Related
Items legally due by the Optionee is and remains the Optionee’s responsibility and that the Company and/or the Employer (a) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the
Option, the subsequent sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to structure the terms of
the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items.
The Optionee acknowledges and agrees that Company shall not be required to deliver the Option Shares being exercised upon any exercise of this Option
unless it has received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due the Company as “theoretical
taxes” pursuant to the then-current international assignment and tax equalization policies and procedures of the Kraft Group, or arrangements satisfactory to the
Company for the payment thereof have been made.
In this regard, Optionee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further authorization by the
Optionee, to withhold all applicable Tax-Related Items legally due by the Optionee and any theoretical taxes from Optionee’s wages or other cash compensation
paid by the Company and/or the Employer or from proceeds of the sale of Option Shares. Alternatively, or in addition, the Company may instruct the broker
whom it has selected for this purpose (on the Optionee’s behalf and at the Optionee’s direction pursuant to this authorization) to sell the Option Shares that
Optionee acquires to meet the Tax-Related Items withholding obligation and any theoretical taxes. In addition, unless otherwise determined by the Committee,
Tax-Related Items or theoretical taxes may be paid with outstanding shares of the Company’s Common Stock, such shares to be valued at Fair Market Value on
the exercise date. Finally, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items and theoretical taxes that the Company or
the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s exercise of Option Shares that cannot be
satisfied by the means previously described.
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠