Kraft 2009 Annual Report Download - page 137

Section 6. Change in Control Provisions.
(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control (as defined below in Section 6(b)):
(i) If and to the extent that outstanding Awards, other than Incentive Awards, under the Plan (A) are assumed by the successor corporation (or affiliate
thereto) or (B) are replaced with equity awards that preserve the existing value of the Awards at the time of the Change in Control and provide for
subsequent payout in accordance with a vesting schedule and Performance Goals, as applicable, that are the same or more favorable to the
Participants than the vesting schedule and Performance Goals applicable to the Awards, then all such Awards or such substitutes thereof shall
remain outstanding and be governed by their respective terms and the provisions of the Plan subject to Section 6(a)(iv) below.
(ii) If and to the extent that outstanding Awards, other than Incentive Awards, under the Plan are not assumed or replaced in accordance with
Section 6(a)(i) above, then upon the Change in Control the following treatment (referred to as “Change-in-Control Treatment”) shall apply to such
Awards: (A) outstanding Options and SARs shall immediately vest and become exercisable; (B) the restrictions and other conditions applicable to
outstanding Restricted Shares, Restricted Stock Units and Stock Awards, including vesting requirements, shall immediately lapse; and (C) such
Awards shall be free of all restrictions and fully vested.
(iii) If and to the extent that outstanding Awards under the Plan are not assumed or replaced in accordance with Section 6(a)(i) above, then in connection
with the application of the Change-in-Control Treatment set forth in Section 6(a)(ii) above, the Board may, in its sole discretion, provide for
cancellation of such outstanding Awards at the time of the Change in Control in which case a payment of cash, property or a combination thereof
shall be made to each such Participant upon the consummation of the Change in Control that is determined by the Board in its sole discretion and
that is at least equal to the excess (if any) of the value of the consideration that would be received in such Change in Control by the holders of the
securities of Kraft Foods Inc. relating to such Awards over the exercise or purchase price (if any) for such Awards.
(iv) If and to the extent that (A) outstanding Awards are assumed or replaced in accordance with Section 6(a)(i) above and (B) a Participant’s
employment with, or performance of services for, the Company is terminated by the Company for any reasons other than Cause or, by such
Participant eligible to participate in the Kraft Foods Inc. Change in Control Plan for Key Executives, for Good Reason, in each case, within the
two-year period commencing on the Change in Control, then, as of the date of such Participant’s termination, the Change-in-Control Treatment set
forth in Section 6(a)(ii) above shall apply to all assumed or replaced Awards of such Participant then outstanding.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠