Kraft 2010 Annual Report Download - page 124

(n) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee's
participation in the Plan, or the Optionee's acquisition or sale of the underlying shares of Common Stock;
(o) the Optionee is hereby advised to consult with the Optionee's own personal tax, legal and financial advisors regarding the Optionee's
participation in the Plan before taking any action related to the Plan;
(p) The Option is designated as not constituting an Incentive Stock Option. This Agreement shall be interpreted and treated consistently with such
designation; and
(q) the Option 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 Optionee 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 in 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, including whether an Optionee is no longer actively employed and 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. Miscellaneous Definitions. For the purposes of this Agreement, the term "Disability" means permanent and total disability as determined under the
procedures established by the Company for purposes of the Plan and 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 normal
retirement age in the pension plan or employment contract, if any, under which the Optionee 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). For the purposes of this Agreement, "Early
Retirement" means retirement from active employment other than Normal Retirement, as determined by the Committee, in its sole discretion. As used herein,
"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) 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.
13. 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 Optionee's consent to participate in the Plan by electronic means. The Optionee 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.
14. Agreement Severable. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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