Kraft 2010 Annual Report Download - page 115

Exhibit 10.5
KRAFT FOODS INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
FOR KRAFT FOODS COMMON STOCK
KRAFT FOODS INC., a Virginia corporation (the "Company"), hereby grants to the employee (the "Employee") named in the Award Statement (the
"Award Statement") attached hereto, as of the date set forth in the Award Statement (the "Award Date") pursuant to the provisions of the Kraft Foods Inc.
Amended and Restated 2005 Performance Incentive Plan (the "Plan"), a Restricted Stock Award (the "Award") with respect to the number of shares (the
"Restricted Shares") of the Common Stock of the Company ("Common Stock") set forth in the Award Statement, upon and subject to the restrictions, terms
and conditions set forth below, in the Award Statement and in the Plan. Capitalized terms not defined in this Restricted Stock Agreement (the "Agreement")
shall have the meanings specified in the Plan.
1. Restrictions. Subject to paragraph 2 below, the restrictions on the Restricted Shares shall lapse and the Restricted Shares shall vest on the date set
forth in the Restricted Stock Award section of the Award Statement (the "Vesting Date"), provided that the Employee remains an employee of the Kraft Foods
Group (as defined below in paragraph 13) during the entire period (the "Restriction Period") commencing on the Award Date set forth in the Award Statement
and ending on the Vesting Date.
2. Termination of Employment During Restriction Period. In the event of the termination of the Employee's employment with the Kraft Foods Group
prior to the Vesting Date other than by death, Disability, or Normal Retirement (as defined below in paragraph 13) or unless it is otherwise determined by (or
pursuant to authority granted by) the Committee administering the Plan (the "Committee"), the Restricted Shares shall not vest and the Employee shall forfeit
all rights to the Restricted Shares. Any Restricted Shares that are forfeited shall be transferred directly to the Company. If death, Disability, or Normal
Retirement of the Employee occurs prior to the Vesting Date, the restrictions on the Restricted Shares shall immediately lapse and the Restricted Shares shall
become fully vested on such date of death, Disability, or Normal Retirement.
3. Voting and Dividend Rights. During the Restriction Period, the Employee shall have the right to vote the Restricted Shares and to receive any
dividends and other distributions with respect to the Restricted Shares, as paid, less applicable withholding taxes (it being understood that such dividends will
generally be taxable as ordinary compensation income during such Restriction Period) unless and until such Restricted Shares are forfeited pursuant to
paragraph 2 hereof.
4. Custody and Delivery of Certificates Representing Shares. The shares of Common Stock subject to the Award may be held by a custodian in book
entry form with the restrictions on such shares duly noted or, alternatively, the Company may hold the certificate or certificates representing such shares, in
either case until the Award shall have vested, in whole or in part, pursuant to paragraphs 1 and 2 hereof. As soon as practicable after the Restricted Shares
shall have vested pursuant to paragraphs 1 and 2 hereof, subject to paragraph 7 hereof, the restrictions shall be removed from those of such shares that are held
in book entry form, and the Company shall deliver to the Employee any certificate or certificates representing those of such shares that are held by the
Company and destroy or return to the Employee the stock power or powers relating to such shares. If such stock power or powers also relate to unvested
shares, the Company may require, as a condition precedent to the delivery of any certificate pursuant to this paragraph 4, the execution and delivery to the
Company of one or more irrevocable stock powers relating to such unvested shares.
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