Kraft 2010 Annual Report Download - page 118

(i) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Shares resulting from the termination of the
Employee's employment by the Company or the Employer, and in consideration of the award of the Restricted Shares to which the Employee is otherwise not
entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any
such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of
competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to
execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee's
participation in the Plan, or the Employee's acquisition or sale of the underlying shares of Common Stock;
(l) the Employee is hereby advised to consult with the Employee's own personal tax, legal and financial advisors regarding the Employee's participation
in the Plan before taking any action related to the Plan; and
(m) the Restricted Shares and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over
or transfer of liability.
11. Interpretation. The terms and provisions of the Plan (a copy of which will be furnished to the Employee upon written request to the Office of the
Corporate Secretary, Kraft Foods Inc., Three Lakes Drive, Northfield, Illinois 60093) are incorporated herein by reference. To the extent any provision of this
Agreement is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. The Committee shall have the right to resolve all
questions which may arise in connection with the Award or this Agreement. Any interpretation, determination or other action made or taken by the Committee
regarding the Plan or this Agreement shall be final, binding and conclusive.
12. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., without regard to choice of laws
principles thereof.
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)
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