Kraft 2010 Annual Report Download - page 130

determine achievement of the Performance Goal in accordance with GAAP, or to the extent that determination of achievement in accordance with GAAP
would not satisfy the requirements of Section 162(m) of the Code, the Committee shall, within the time prescribed by Section 162(m) of the Code, define in
an objective fashion the manner of determining whether and to what extent any specified Performance Goal has been achieved for the Performance Cycle.
The Performance Goals applicable to LTIP Awards granted in connection with a given Performance Cycle shall be set forth in the LTIP Award
Agreement applicable to such Performance Cycle.
Section 2.3 – Adjustments to Performance Goals. For each LTIP Award that is intended to constitute Qualified Performance-Based
Compensation, the Committee, in its sole discretion, may, at the time of grant, specify in the LTIP Award Agreement that one or more objectively
determinable adjustments shall be made to one or more of the Performance Goals established under Section 2.2 hereof. For example (without limiting the
adjustments to any of the following), the Committee may specify, in its sole discretion, at the time of grant, the manner of adjustment of any Performance
Goal to the extent necessary to prevent dilution or enlargement of any award as a result of extraordinary events or circumstances, as determined by the
Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles;
currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; asset impairment; or any recapitalization,
restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other
similar corporate transaction but only to the extent such adjustments would be permitted under Section 162(m) of the Code. For LTIP Awards not intended to
constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to one or more of the Performance Goals as the
Committee in its sole discretion deems appropriate.
Section 2.4 – 162(m) Award Limit. The maximum aggregate number of shares of Common Stock that may be awarded under an LTIP Award
Share Payout that is intended to constitute Qualified Performance-Based Compensation granted to any one Participant shall not exceed a number of shares of
Common Stock specified in Section 5(b)(iii) of the 2005 Plan. The maximum dollar amount that may be awarded under an LTIP Award Cash Payout that is
intended to constitute Qualified Performance-Based Compensation granted to any one Participant shall not exceed a dollar amount specified in Section 5(b)
(iii) of the 2005 Plan.
ARTICLE III.
PAYMENT OF LTIP AWARDS
Section 3.1 – Form of Payment. Each Participant's LTIP Award shall be paid as an LTIP Award Cash Payout or an LTIP Award Share Payout, or
a combination thereof, as determined in accordance with Section 2.1 above. Any LTIP Award that is paid, in whole or in part, in the form of an LTIP Award
Share Payout, and that results in less than a whole number of shares of Common Stock shall be rounded up to the next whole share of Common Stock (no
fractional shares of Common Stock shall be issued in payment of an LTIP Award). Any shares of Common Stock issued in respect of an LTIP Award Share
Payout shall be issued pursuant to the terms and conditions of the 2005 Plan and shall reduce the number of shares available for issuance thereunder.
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