Kraft 2010 Annual Report Download - page 119

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.
18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Employee's participation in the Plan and on
the Restricted Shares to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the
Plan, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
IN WITNESS WHEREOF, this Restricted Stock Agreement has been duly executed as of .
KRAFT FOODS INC.
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