Kraft 2010 Annual Report Download - page 121

(d) If the Optionee's employment is involuntarily suspended or terminated for cause, no Option Shares may be exercised during the period of
suspension, or following such termination of employment.
No provision of this paragraph 3 shall permit the exercise of any Option Shares after the Expiration Date. For purposes of this Agreement, the
Optionee's employment shall be deemed to be terminated (i) when he or she is no longer actively employed by the Kraft Foods Group, and (ii) when he or she
is no longer actively employed by a corporation, or a parent or subsidiary thereof, substituting a new option for this Option (or assuming this Option) in
connection with a merger, consolidation, acquisition of property or stock, separation, split-up, reorganization, liquidation or similar transaction. The Optionee
shall not be considered actively employed during any period for which he or she is receiving, or is eligible to receive, salary continuation, notice period or
garden leave payments, or other benefits under the Kraft Foods Inc. Severance Pay Plan, or any similar plan maintained by the Kraft Foods Group or through
other such arrangements that may be entered into that give rise to separation or notice pay, except in any case in which the Optionee is eligible for Normal
Retirement or Early Retirement upon the expiration of salary continuation or other benefits. The Board of Directors and/or the Committee shall have the
exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the Option. Leaves of absence shall not constitute a
termination of employment for purposes of this Agreement. Notwithstanding the foregoing provisions and unless otherwise determined by the Company, this
Option may only be exercised on a day that the New York Stock Exchange (the "Exchange") is open. Accordingly, if the Expiration Date is a day the
Exchange is closed, the Expiration Date shall be the immediately preceding day on which the Exchange is open.
4. Exercise of Option and Withholding Taxes. This Option may be exercised only in accordance with the procedures and limitations, set forth in the
Company's Equity Awards Plan Guide, as amended from time to time (the "Methods of Exercise").
Regardless of any action the Company or the Optionee's employer (the "Employer") takes with respect to any or all income tax, social insurance,
payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Optionee hereby acknowledges that the ultimate liability for all
Tax-Related Items legally due by the Optionee is and remains the Optionee's responsibility and may exceed the amount actually withheld by the Company or
the Employer. Furthermore, the Optionee acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent
sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure
the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee's liability for Tax-Related Items or achieve any particular tax result. If
the Optionee becomes subject to any Tax-Related Items in more than one jurisdiction (including jurisdictions outside the United States) between the date of
grant and the date of any relevant taxable event, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may
be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
The Optionee acknowledges and agrees that the Company shall not be required to deliver the Option Shares being exercised upon any exercise of this
Option unless it has received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as
"theoretical taxes" pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Kraft
Foods Group, or arrangements satisfactory to the Company for the payment thereof have been made.
In this regard, the Optionee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further authorization by the
Optionee, to withhold all applicable Tax-Related Items legally due by the Optionee and any theoretical taxes from the Optionee's wages or other cash
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