Kraft 2010 Annual Report Download - page 117

7. Death of Employee. If any of the Restricted Shares shall vest upon the death of the Employee, they shall be registered in the name of the estate of the
Employee.
8. Original Issue or Transfer Taxes. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery,
except as otherwise provided in paragraph 6.
9. Successors. Whenever the word "Employee" is used herein under circumstances such that the provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom the Restricted Shares may be transferred pursuant to this Agreement, it shall be deemed to
include such person or persons. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person
or persons who shall acquire any rights hereunder in accordance with this Agreement, the Award Statement or the Plan.
10. Award Confers No Rights to Continued Employment - Nature of the Grant. Nothing contained in the Plan or this Agreement shall give the
Employee the right to be retained in the employment of any member of the Kraft Foods Group or affect the right of any such employer to terminate the
Employee. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of the Employee. Further, the
Employee acknowledges and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the
Company at any time, unless otherwise provided in the Plan;
(b) the grant of Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or
benefits in lieu of Awards, even if Awards have been granted repeatedly in the past;
(c) all decisions with respect to future awards, if any, will be at the sole discretion of the Board of Directors of the Company or the Committee;
(d) the Employee is voluntarily participating in the Plan;
(e) the Restricted Shares are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or
the Employer, which are outside the scope of the Employee's employment contract, if any and in no event should be considered as compensation for, or
relating in any way to, past services for any member of the Kraft Foods Group;
(f) the Restricted Shares are not intended to replace any pension rights or compensation;
(g) the Restricted Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or relating in any way to, past services for any member of the Kraft Foods Group;
(h) the Restricted Shares grant and the Employee's participation in the Plan will not be interpreted to form an employment contract or relationship with
any member of the Kraft Foods Group;
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