Kraft 2010 Annual Report Download - page 132

(a) Death; Disability. In the event of a Participant's death or termination of the Participant's active employment with the Company (or an
Affiliate) as a result of the Participant's Disability, in each case, during the first year following the commencement of a Performance Cycle, the Participant
shall forfeit any rights under the LTIP Award to which the Performance Cycle relates. In the event of a Participant's death or termination of the Participant's
active employment with the Company (or an Affiliate) as a result of the Participant's Disability, in each case, after the first year following the commencement
of a Performance Cycle, the LTIP Award shall become payable calculated based on a Performance Goal Attainment Factor equal to 100%, pro rated by
applying the Participation Period Factor. Except as otherwise determined by the Committee, in its sole discretion, and provided in an LTIP Award Agreement,
any LTIP Award that becomes payable in connection with a Participant's death or active employment termination resulting from a Participant's Disability as
contemplated in this Section 3.5(a) shall be paid at the time of such employment termination, and in any event within 90 days following the Participant's
termination of employment.
(b) Retirement. In the event a Participant's active employment with the Company (or an Affiliate) terminates prior to the last date of the
applicable Performance Cycle as a result of the Participant's Early or Normal Retirement, the Participant shall, as determined by the Committee in its sole
discretion, forfeit the right to any outstanding LTIP Awards or have the right to receive a pro rated portion of the LTIP Award that becomes payable in
accordance with the provisions of the Plan by applying the Participation Period Factor. Except as otherwise determined by the Committee, in its sole
discretion, and provided in an LTIP Award Agreement, any LTIP Award that becomes payable in connection with a Participant's Early or Normal Retirement
as contemplated in this Section 3.5(b) shall be paid at the same time that all other Participants are paid the LTIP Award in accordance with Section 3.4 hereof,
and in any event within 90 days following the end of the applicable Performance Cycle. If the Company determines that there has been a legal judgment and/
or legal development in the jurisdiction where the Participant resides that results in the favorable treatment on Early or Normal Retirement described in this
section being deemed unlawful and/or discriminatory, then the Company will not apply such favorable treatment, and the Participant's right to the LTIP
Award will be treated as it would under Section 3.5(c) hereof.
(c) Other Employment Terminations. In the event of a termination of the Participant's active employment with the Company (or an Affiliate)
prior to the last day of the applicable Performance Cycle for any reason not described in Section 3.5(a) or 3.5(b), including, without limitation, the
Participant's voluntary or involuntary termination (whether with or without cause) or a termination in connection with a divestiture of the Company, the
Participant shall forfeit as of the date of the termination any rights under all outstanding LTIP Awards held by the Participant.
Anything to the contrary in this Section 3.5 notwithstanding, the Committee may, in its sole discretion, provide for full or partial payment of the LTIP Award
upon termination of a Participant's active employment for any reason prior to the completion of a Performance Cycle to which an LTIP Award relates
provided that the Committee shall not exercise such discretion if doing so would cause an LTIP Award that is intended to qualify as Qualified Performance-
Based Compensation not to qualify.
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