Kraft 2010 Annual Report Download - page 135

Section 6.2 – Effective Date. This LTI Plan shall be effective with respect to the Company's calendar year beginning January 1, 2011.
Section 6.3 – No Fiduciary Relationship. The Board and the officers of the Company shall have no duty to manage or operate the LTI Plan in
order to maximize the benefits granted to the Participants hereunder, but rather shall have full discretionary power to make all management and operational
decisions based on their determination of the respective best interests of the Company, its shareholders and the Participants. This LTI Plan shall not be
construed to create a fiduciary relationship between the Board or the Committee and the Participants.
Section 6.4 – Governing Law. This LTI Plan and all LTIP Awards made and actions taken hereunder shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the LTI Plan to the substantive law of another jurisdiction. Unless otherwise provided in an LTIP Award, recipients of an LTIP Award
under the LTI Plan are deemed to submit to the exclusive jurisdiction and venue of the Federal or state courts of the Commonwealth of Virginia, to resolve
any and all issues that may arise out of or relate to the LTI Plan or any related LTIP Award.
Section 6.5 – No Employment Guarantee. Nothing in this LTI Plan shall be construed as an employment contract or a guarantee of continued
employment. The rights of any Participant shall only be those as are expressly set forth in this LTI Plan.
Section 6.6 – General Creditor Status. The Participants shall, in no event, be regarded as standing in any position, if at all, other than as a general
creditor of the Company with respect to any rights derived from the existence of the LTI Plan and shall receive only the Company's unfunded and unsecured
promise to pay benefits under the LTI Plan.
Section 6.7 – Nonalienation of Benefits. Except as expressly provided herein, no Participant or his beneficiaries shall have the power or right to
transfer, anticipate, or otherwise encumber the Participant's interest under the LTI Plan. The provisions of the LTI Plan shall inure to the benefit of each
Participant and his beneficiaries, heirs, executors, administrators or successors in interest.
Section 6.8 – Severability. If any provision of this LTI Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect the
remaining parts of the LTI Plan, and the LTI Plan shall be enforced and construed as if such provision had not been included.
Section 6.9 – Code Section 409A. Anything in this LTI Plan to the contrary notwithstanding, no payment of an LTIP Award that constitutes an
item of deferred compensation under Section 409A of the Code and becomes payable by reason of a Participant's termination of employment with the
Company shall be made to the Participant unless the Participant's termination of employment constitutes a "separation from service" (within the meaning of
Section 409A of the Code and any the regulations or other guidance thereunder). In addition, no such payment or distribution shall be made to the Participant
prior to the earlier of
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