Kraft 2010 Annual Report Download - page 120

Exhibit 10.6
KRAFT FOODS INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
NON-QUALIFIED U.S. STOCK OPTION AWARD AGREEMENT
KRAFT FOODS INC., a Virginia corporation (the "Company"), hereby grants to the employee identified in the Award Statement (the "Optionee"
identified in the "Award Statement") attached hereto under the Kraft Foods Inc. Amended and Restated 2005 Performance Incentive Plan (the "Plan") a non-
qualified stock option (the "Option"). The Option entitles the Optionee to exercise up to the aggregate number of shares set forth in the Award Statement (the
"Option Shares") of the Company's Common Stock, at the Grant Price per share set forth in the Award Statement (the "Grant Price"). Capitalized terms not
otherwise defined in this Non-Qualified U.S. Stock Option Award Agreement (the "Agreement") shall have the meaning set forth in the Plan. The Option is
subject to the following terms and conditions:
1. Vesting. Prior to the satisfaction of the Vesting Requirements set forth in the Schedule in the Award Statement (the "Schedule"), the Option Shares
may not be exercised except as provided in paragraph 2 below.
2. Vesting Upon Termination of Employment. In the event of the termination of the Optionee's employment with the Kraft Foods Group (as defined
below in paragraph 12) prior to satisfaction of the Vesting Requirements other than by reason of Early Retirement (as defined below in paragraph 12)
occurring after December 31 of the same year as the date of grant of the Option, Normal Retirement (as defined below in paragraph 12), death or Disability
(as defined below in paragraph 12), or as otherwise determined by (or pursuant to authority granted by) the Committee administering the Plan, this Option
shall not be exercisable with respect to any of the Option Shares set forth in the Award Statement. If death or Disability of the Optionee occurs prior to
satisfaction of the Vesting Requirements, this Option shall become immediately exercisable for 100% of the Option Shares set forth in the Award Statement.
If the Optionee's employment with the Kraft Foods Group is terminated by reason of Normal Retirement, or by Early Retirement occurring after December 31
of the same year as the date of grant of the Option, the Option Shares shall continue to become exercisable as set forth on the Schedule as if such Optionee's
employment had not terminated.
3. Exercisability Upon Termination of Employment. During the period commencing on the first date that the Vesting Requirements are satisfied (or,
such earlier date determined in accordance with paragraph 2) until and including the Expiration Date set forth in the Schedule, this Option may be exercised in
whole or in part with respect to such Option Shares, subject to the following provisions:
(a) In the event that the Optionee's employment is terminated by reason of Early Retirement occurring after December 31 of the same year as the
date of grant of the Option, Normal Retirement, death or Disability, such Option Shares may be exercised on or prior to the Expiration Date;
(b) If employment is terminated by the Optionee (other than by Early Retirement occurring after December 31 of the same year as the date of
grant of the Option, death, Disability or Normal Retirement), such Option Shares may be exercised for a period of 30 days from the effective date of
termination;
(c) If, other than by death, Disability, Normal Retirement, or Early Retirement occurring after December 31 of the same year as the date of grant
of the Option, the Optionee's employment is terminated by the Company, a subsidiary or affiliate without cause, such Option Shares may be exercised for a
period of 12 months following such termination; provided, however, if the Optionee shall die within such 12-month period, such Option Shares may be
exercised for a period of 12 months from the date of death of the Optionee; and
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