Kraft 2010 Annual Report Download - page 128

and representing the maximum percentage that may be determined to have been attained as a Performance Goal Attainment Factor. In the case of LTIP
Awards that are intended to constitute Qualified Performance-Based Compensation, the Maximum Goal Factor shall be established at the same time the
related Performance Goals are established.
Section 1.16 – Normal Retirement. "Normal Retirement" means retirement from active employment under (a) a pension plan of the Kraft Foods
Group, (b) an employment contract with any member of the Kraft Foods Group, or (c) a local labor contract, on or after the date specified as normal
retirement age in the pension plan, employment contract or local contract, if any, under which the Participant 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 such contracts become
payable without reduction for early commencement and without any requirement of a particular period of prior service).
Section 1.17 – Participant. "Participant" means any Eligible Employee selected by the Committee, in its sole discretion, who has been granted an
LTIP Award.
Section 1.18 – Participant's Incentive Target. "Participant's Incentive Target" means a percentage of a Participant's Base Salary established by the
Company.
Section 1.19 – Participation Period Factor. "Participation Period Factor" means a fraction, the numerator of which is the number of months
(including partial months, rounded up to the next whole month) the Participant was actively employed with the Company (or Affiliate) during the
Performance Cycle and the denominator of which is the number of months (including partial months, rounded up to the next whole month) in the Performance
Cycle. The Committee, in its sole discretion, may adjust the Participation Period Factor.
Section 1.20 Performance Criteria. "Performance Criteria" means, with respect to the Company, a subsidiary, an Affiliate, or any business unit
thereof, any one or more or any combination of the following, net earnings or net income (before or after taxes), operating income, earnings per share, net
sales or revenue growth, adjusted net income, net operating profit or income, return measures (including, but not limited to, return on assets, capital, invested
capital, equity, sales, or revenue), cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow
return on investment), earnings before or after taxes, interest, depreciation, and/or amortization, gross or operating margins, productivity ratios, share price
(including, but not limited to, growth measures and total shareholder return), cost control, margins, operating efficiency, market share, customer satisfaction
or employee satisfaction, working capital, management development, succession planning, taxes, depreciation and amortization or economic value added. The
Performance Criteria applicable to any Performance Cycle shall be selected by the Committee, in its sole discretion, at the beginning of the applicable
Performance Cycle.
Section 1.21 – Performance Cycle. "Performance Cycle" means a three-year period commencing on the first day of the first calendar year of the
three-year period, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's right to, and
payment of, an LTIP Award. A Performance Cycle may overlap with any other Performance Cycles under LTI Plan. The first Performance Cycle under
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