Kraft 2009 Annual Report Download - page 131

Section 2. Administration.
The Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules and guidelines for carrying out the
Plan as it may deem appropriate. The Committee shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable
to comply with the laws, regulations, compensation practices and tax and accounting principles of the countries in which the Company, or a subsidiary or an
affiliate thereof, may operate to assure the viability of the benefits of Awards made to individuals employed in such countries and to meet the objectives of the
Plan.
Subject to the terms of the Plan, the Committee shall have the authority to determine those employees eligible to receive Awards and the amount, type and terms
of each Award and to establish and administer any Performance Goals applicable to such Awards. The Committee may delegate its authority and power under the
Plan to one or more officers of the Company, subject to guidelines prescribed by the Committee, but only with respect to Participants who are not subject to
either Section 16 (or any amended or successor provision) of the Exchange Act or Section 162(m) (or any amended or successor provision) of the Code.
Any determination made by the Committee or by one or more officers pursuant to delegated authority in accordance with the provisions of the Plan with respect
to any Award shall be made in the sole discretion of the Committee or such delegate, and all decisions made by the Committee or any appropriately designated
officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan Participants.
Section 3. Eligibility.
Salaried employees of the Company, its subsidiaries and affiliates who are responsible for or contribute to the management, growth and profitability of the
business of the Company, its subsidiaries or its affiliates, are eligible to be granted Awards under the Plan.
Section 4. Common Stock Subject to the Plan.
(a) Common Stock Available. The total number of shares of Common Stock reserved and available for distribution pursuant to the Plan shall be 168,000,000
shares, which consists of 150,000,000 shares that were approved in 2005 and 18,000,000 shares that were added as of the May 20, 2009 Amendment and
Restatement. An amount not to exceed 27,509,964 shares of Common Stock may be issued pursuant to Restricted Stock Awards, Restricted Stock Unit
Awards, Deferred Stock Unit Awards, Other Stock-Based Awards, and Incentive Awards, except that Other Stock-Based Awards with values based on
Spread Values shall not be included in this limitation; and except further, that Restricted Stock Awards, Restricted Stock Unit Awards, Deferred Stock
Unit Awards, Other Stock-Based Awards, and Incentive Awards granted prior to May 20, 2009 shall not be included in this limitation. Except as otherwise
provided herein, any Award made under the Prior Plan before the expiration of such Prior Plan shall continue to be subject to the terms and conditions of
such Prior Plan and the applicable Award agreement. Any adjustments, substitutions, or other actions that may be made or taken in accordance with
Section 4(b) below in connection with the corporate transactions or events described therein shall, to the extent applied to outstanding Awards made under
the Prior Plan, be deemed made from shares reserved for issuance under such Prior Plan, rather than this Plan, pursuant to the authority of the Board under
the Prior Plan to make adjustments and substitutions in such circumstances to the aggregate number and kind of shares reserved for issuance under the
Prior Plan and to Awards granted under the Prior Plan. To the extent any Award under this Plan is exercised or cashed out or terminates or expires or is
forfeited without a payment being made to the Participant in the form of Common Stock, the shares subject to such Award that were not so paid, if any,
shall again be available for distribution in connection with Awards under the Plan; provided, however, that any shares which are available again for
Awards under the Plan also shall count against the limit described in Section 5(b)(i). If a SAR or similar Award based on Spread Value with respect to
shares of Common Stock is exercised, the full number of shares of Common Stock with respect to which the Award is measured will nonetheless be
deemed distributed for purposes of determining the maximum number of shares remaining available for delivery under the Plan. Similarly, any shares of
Common Stock that are used by a Participant as full or partial payment of withholding or other taxes or as payment for the exercise or conversion price of
an Award under the Plan will be deemed distributed for purposes of determining the maximum number of shares remaining available for delivery under
the Plan.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠