Kraft 2009 Annual Report Download - page 129

(iii) the Company’s, its subsidiaries’ or affiliates’ requiring the Participant to be based at any office or location other than any other location which does
not extend the Participant’s home to work location commute as of the time of the Change in Control by more than 50 miles;
(iv) the Company’s, its subsidiaries’ or affiliates’ requiring the Participant to travel on business to a substantially greater extent than required
immediately prior to the Change in Control; or
(v) any failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Plan in the same manner and to the
same extent that the Company would be required to perform it if no such succession had taken place, as required by Section 6 of the Plan.
The Participant must notify the Company of any event purporting to constitute Good Reason within 45 days following the Participant’s knowledge of its
existence, and the Company shall have 20 days in which to correct or remove such Good Reason, or such event shall not constitute Good Reason.
(p) “Incentive Award” means any Award that is either an Annual Incentive Award or a Long-Term Incentive Award.
(q) “Incentive Stock Option” means any Stock Option that is designated as being an Incentive Stock Option and complies with Section 422 (or any amended
or successor provision) of the Code.
(r) “Long-Term Incentive Award” means an Incentive Award made pursuant to Section 5(a)(vi) with a Performance Cycle of more than one year.
(s) “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.
(t) “Other Stock-Based Award” means an Award made pursuant to Section 5(a)(iii).
(u) “Participant” means any eligible individual as set forth in Section 3 to whom an Award is granted.
(v) “Performance Cycle” means the period selected by the Committee during which the performance of the Company or any subsidiary, affiliate or unit
thereof or any individual is measured for the purpose of determining the extent to which an Award subject to Performance Goals has been earned.
(w) “Performance Goals” mean the objectives for the Company or any subsidiary or affiliate or any unit thereof or any individual that may be established by
the Committee for a Performance Cycle with respect to any performance-based Awards contingently awarded under the Plan. Performance Goals may be
provided in absolute terms, or in relation to the Company’s peer group. The Company’s peer group will be determined by the Committee, in its sole
discretion. The Performance Goals for Awards that are intended to constitute “performance-based” compensation within the meaning of Section 162(m)
(or any amended or successor provision) of the Code shall be based on one or more of the following criteria: net earnings or net income (before or after
taxes), operating income, earnings per share, net sales or revenue growth, adjusted net income, net operating profit or income, return measures (including,
but not limited to, return on assets, capital, invested capital, equity, sales, or revenue), cash flow (including, but not limited to, operating cash flow, free
cash flow, cash flow return on equity, and cash flow return on investment), earnings before or after taxes, interest, depreciation, and/or amortization, gross
or operating margins, productivity ratios, share price (including, but not limited to, growth measures and total shareholder return), cost control, margins,
operating efficiency, market share, customer satisfaction or employee satisfaction, working capital, management development, succession planning, taxes,
depreciation and amortization or Economic Value Added.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠