Kraft 2008 Annual Report Download - page 110

5. Cash-Out of Option. The Committee may elect to cash out all or a portion of the Option Shares to be exercised pursuant to any Method of Exercise by
paying the Optionee an amount in cash or Common Stock, or both, equal to the Fair Market Value of such shares on the exercise date less the purchase price for
such shares.
6. Transfer Restrictions. Unless otherwise required by law, this Option is not transferable by the Optionee in any manner other than by will or the laws of
descent and distribution and is exercisable during the Optionee’s lifetime only by the Optionee. The terms of the Plan and this Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of the Optionee.
7. Adjustments. In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend,
stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of
this Agreement, the Board of Directors of the Company or the Committee may make adjustments to the terms and provisions of this Agreement (including,
without limiting the generality of the foregoing, terms and provisions relating to the Grant Price and the number and kind of shares subject to this Option)
including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu of the Option,
and to determine whether continued employment with any entity resulting from such transaction or event will or will not be treated as a continued employment
with the resulting company or the Kraft Group, in each case, subject to any Board of Director or Committee action specifically addressing any such adjustments,
cash payments or continued employment treatment.
8. Successors. Whenever the word “Optionee” is used herein under circumstances such that the provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom this Option may be transferred pursuant to this Agreement, it shall be deemed to include such
person or persons. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who
shall acquire any rights hereunder in accordance with this Agreement, the Award Statement or the Plan.
9. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., without regard to choice of laws principles
thereof.
10. Award Confers No Rights to Continued Employment - Nature of the Grant. Nothing contained in the Plan or this Agreement shall give any employee
the right to be retained in the employment of any member of the Kraft Group or affect the right of any such employer to terminate any employee. The adoption
and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any employee. Further, the Optionee acknowledges and
agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the
Company at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or
benefits in lieu of options, even if options have been granted repeatedly in the past;
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠