Kraft 2009 Annual Report Download - page 148

13. Miscellaneous Definitions. For purposes of this Agreement, (a) the term “Disability” means permanent and total disability as determined under
procedures established by the Company for purposes of the Plan, and (b) the term “Normal Retirement” means retirement from active employment under a
pension plan of the Kraft Foods Group or under an employment contract with any member of the Kraft Foods Group, on or after the date specified as the normal
retirement age in the pension plan or employment contract, if any, under which the Employee is at that time accruing pension benefits for his or her current
service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan or contract become payable without reduction
for early commencement and without any requirement of a particular period of prior service). In any case in which (i) the meaning of “Normal Retirement” is
uncertain under the definition contained in the prior sentence or (ii) a termination of employment at or after age 65 would not otherwise constitute “Normal
Retirement,” an Employee’s termination of employment shall be treated as a “Normal Retirement” under such circumstances as the Committee, in its sole
discretion, deems equivalent to retirement. “Kraft Foods Group” means Kraft Foods Inc. and each of its subsidiaries and affiliates. For purposes of this
Agreement, (x) a “subsidiary” includes only any company in which the applicable entity, directly or indirectly, has a beneficial ownership interest of greater than
50 percent and (y) an “affiliate” includes only any company that (A) has a beneficial ownership interest, directly or indirectly, in the applicable entity of greater
than 50 percent or (B) is under common control with the applicable entity through a parent company that, directly or indirectly, has a beneficial ownership
interest of greater than 50 percent in both the applicable entity and the affiliate.
14. Adjustments. In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend,
stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of
this Award, the Board of Directors of the Company or the Committee shall make adjustments to the number and kind of shares of stock subject to this Award,
including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu of restricted or
unrestricted shares, and to determine whether continued employment with any entity resulting from such a transaction will or will not be treated as continued
employment by the Kraft Foods Group, in each case subject to any Board or Committee action specifically addressing any such adjustments, cash payments, or
continued employment treatment.
15. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by
electronic means or to request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents
by electronic delivery and, if requested, to agree to participate in the Plan through any on-line or electronic system established and maintained by the Company or
another third party designated by the Company.
16. Agreement Severable. The provisions of this Agreement are severable and if any one or more provisions are deemed to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nonetheless be binding and enforceable.
17. Headings. Headings of paragraphs and sections used in this Agreement are for convenience only and are not part of this Agreement, and must not be
used in construing it.
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Source: KRAFT FOODS INC, 10-K, February 25, 2010 Powered by Morningstar® Document Research℠