Kraft 2009 Annual Report Download - page 127

Exhibit 10.8
KRAFT FOODS INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
(As Amended and Restated as of December 31, 2009)
Section 1. Purpose; Definitions.
The purpose of the Plan is to support the Company’s ongoing efforts to develop and retain world-class leaders and to provide the Company with the ability to
provide incentives more directly linked to the profitability of the Company’s businesses and increases in shareholder value.
For purposes of the Plan, the following terms are defined as set forth below:
(a) “Annual Incentive Award” means an Incentive Award made pursuant to Section 5(a)(vi) with a Performance Cycle of one year or less.
(b) “Awards” mean grants under the Plan or, to the extent relevant, under any Prior Plan, of Incentive Awards, Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Deferred Stock Units, or Other Stock-Based Awards.
(c) “Board” means the Board of Directors of the Company.
(d) “Cause” means termination because of:
(i) Continued failure to substantially perform the Participant’s job’s duties (other than resulting from incapacity due to disability);
(ii) Gross negligence, dishonesty, or violation of any reasonable rule or regulation of the Company where the violation results in significant damage to
the Company; or
(iii) Engaging in other conduct which adversely reflects on the Company in any material respect.
(e) “Change in Control” has the meaning set forth in Section 6.
(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
(g) “Commission” means the Securities and Exchange Commission or any successor agency.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠