Kraft 2010 Annual Report Download - page 131

Section 3.2 – Certification; Performance Goal Attainment Factor Determination. Following the completion of each Performance Cycle and,
subject to Section 3.4, prior to the distribution of any payment of an LTIP Award intended to constitute Qualified Performance-Based Compensation, the
Committee shall certify in writing whether the applicable Performance Goals were achieved for the Performance Cycle to which the LTIP Award relates and
shall determine the Performance Goal Attainment Factor with respect to such LTIP Award.
Section 3.3 – Performance Goal Attainment Factor Modifications. In determining the amount payable to a Participant with respect to the
Participant's LTIP Award that is intended to constitute Qualified Performance-Based Compensation, the Committee shall have the right, in its sole discretion,
to reduce the Performance Goal Attainment Factor (resulting in the reduction or elimination (including to zero), but not an increase, in the amount otherwise
payable under the LTIP Award) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including
qualitative factors, if any, that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Cycle. In the
case of LTIP Awards that are not intended to qualify as Qualified Performance-Based Compensation, the Committee shall retain the right, in its sole
discretion, to modify the Performance Goal Attainment Factors (resulting in a reduction, an increase or elimination (including to zero) of, the amount
otherwise payable under the under the LTIP Award) to take into account recommendations of the Chief Executive Officer of the Company and/or such
additional factors including qualitative factors, if any, that the Committee may deem relevant to the assessment of individual or corporate performance for the
Performance Cycle. Anything to the contrary in the foregoing notwithstanding, in no event shall any such reduction or elimination of the amount payable
under an LTIP Award contemplated in the foregoing sentences increase the amount payable under an LTIP Award that is intended to qualify as a Qualified
Performance-Based Compensation.
Section 3.4 – Timing of Payment. Unless otherwise determined by the Committee, each LTIP Award shall be paid as soon as practicable after the
Committee certifies in writing that the Performance Goals specified for such LTIP Award were in fact satisfied.
Section 3.5 – Employment Termination. Except as provided in Section 3.5(a) or Section 3.5(b) below, a Participant must be continuously and
actively employed through the last date of the applicable Performance Cycle in order to be eligible to receive payment of the LTIP Award. A Participant also
must be an employee in good standing of the Company or an Affiliate on the date of payment; receipt of salary continuation, notice payments, severance pay
or any similar payment shall not constitute good standing for purposes of this Plan. For Participants residing outside the United States, and unless otherwise
required by local law as determined by the Company on a country-by-country basis, in the event of termination of the Participant's employment (whether or
not in breach of local labor laws), the Participant's right to be eligible to receive payment of the LTIP Award will terminate effective as of the date that the
Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not
include a period of "garden leave" or similar period pursuant to local law).
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