Kraft 2009 Annual Report Download - page 139

(iii) The consummation of a merger or consolidation of the Company with another company, and the Company is not the surviving company; or, if after
such transaction, the other entity owns, directly or indirectly, 50% or more of the outstanding voting securities of the Company; excluding, however,
a transaction pursuant to which all or substantially all of the individuals or entities who are the beneficial owners of the outstanding voting securities
of the Company immediately prior to such transaction will beneficially own, directly or indirectly, more than 50% of the combined voting power of
the outstanding securities entitled to vote generally in the election of directors (or similar persons) of the entity resulting from such transaction
(including, without limitation, an entity which as a result of such transaction owns the Company either directly or indirectly) in substantially the
same proportions relative to each other as their ownership, immediately prior to such transaction, of the outstanding voting securities; or
(iv) The consummation of a plan of complete liquidation of the Company or the sale or disposition of all or substantially all of the Company’s assets,
other than a sale or disposition pursuant to which all or substantially all of the individuals or entities who are the beneficial owners of the
outstanding voting securities of the Company immediately prior to such transaction will beneficially own, directly or indirectly, more than 50% of
the combined voting power of the outstanding securities entitled to vote generally in the election of directors (or similar persons) of the entity
purchasing or acquiring the Company’s assets in substantially the same proportions relative to each other as their ownership, immediately prior to
such transaction, of the outstanding voting securities of the Company.
Section 7. Plan Amendment and Termination.
(a) The Board may at any time and from time to time amend the Plan in whole or in part; provided, however, that if an amendment to the Plan (i) would
materially increase the benefits accruing to the Participants, (ii) would materially increase the number of securities which may be issued under the Plan,
(iii) would materially modify the requirements for participation in the Plan or (iv) must otherwise be approved by the shareholders of the Company in
order to comply with applicable law or the rules of the New York Stock Exchange or, if the shares of Common Stock are not traded on the New York
Stock Exchange, the principal national securities exchange upon which the shares of Common Stock are traded or quoted, then, such amendment will be
subject to shareholder approval and will not be effective unless and until such approval has been obtained.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠