Kraft 2009 Annual Report Download - page 133

(ii) Specific Adjustments.
(A) In connection with any of the events described in Section 4(b)(i), the Committee shall also have authority with respect to the Plan and the
Prior Plan and to Awards granted thereunder (x) to grant Awards (including Stock Options, SARs, and Other Stock-Based Awards) with a
grant price that is less than Fair Market Value on the date of grant in order to preserve existing gain under any similar type of award
previously granted by the Company or another entity to the extent that the existing gain would otherwise be diminished without payment of
adequate compensation to the holder of the award for such diminution, and (y) except as may otherwise be required under an applicable
Award agreement, to cancel or adjust the terms of an outstanding Award as appropriate to reflect the substitution for the outstanding Award
of an award of equivalent value granted by another entity.
(B) In connection with a spin-off or similar corporate transaction, the Committee shall also have authority with respect to the Plan and the Prior
Plan and to Awards granted thereunder to make adjustments described in this Section 4(b) that may include, but are not limited to, (x) the
imposition of restrictions on any distribution with respect to Restricted Stock or similar Awards and (y) the substitution of comparable Stock
Options to purchase the stock of another entity or SARs, Restricted Stock Units, Deferred Stock Units or Other Stock-Based Awards
denominated in the securities of another entity, which may be settled in the form of cash, Common Stock, stock of such other entity, or other
securities or property, as determined by the Committee; and, in the event of such a substitution, references in this Plan and the Prior Plan
and in the applicable Award agreements thereunder to “Common Stock” or “Stock” shall be deemed to also refer to the securities of the
other entity where appropriate.
(iii) In connection with any of the events described in Section 4(b)(i), with respect to the Plan and the Prior Plan and to Awards granted hereunder, the
Committee is also authorized to provide for the payment of any outstanding Awards in cash, including, but not limited to, payment of cash in lieu of
any fractional Awards, provided that any such payment shall be exempt from or comply with the requirements of Section 409A of the Code.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠