Kraft 2014 Annual Report Download - page 101

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rights of Participants, unless and until the Board has determined that all transactions or events that, if consummated,
would constitute a Change in Control have been abandoned and will not be consummated, and, provided that, the Boar
does not have knowledge of other transactions or events that, if consummated, would constitute a Change in Control. If
Change in Control occurs, the Plan shall no longer be subject to amendment, change, substitution, deletion, revocation o
termination in any respect that adversely affects the rights of Participants, and no Participant shall be removed from Plan
participation.
6. Miscellaneous
6.1. Legal Fees . The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the
Participant may reasonably incur as a result of any contest by the Company or the Affiliates, the Participant or others o
the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereo
(including as a result of any contest by the Participant about the amount of any payment pursuant to this Plan), plus in
each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the
Code; provided that the Company shall have no obligation under this Section 6.1 to the extent the resolution of any such
contest includes a finding denying, in total, the Participant’ s claims in such contest.
6.2. Employment Status . This Plan does not constitute a contract of employment or impose on the Participant, the
Company or the Participant's Employer any obligation to retain the Participant as an employee, to change the status o
the Participant's employment as an “at will” employee, or to change the Company's or the Affiliates' policies regarding
termination of employment.
6.3. Tax Withholding . The Employer may withhold from any amounts payable under this Plan such Federal, state, local
or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
6.4. Validity and Severability . The invalidity or unenforceability of any provision of the Plan shall not affect the validity
or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition o
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.5. Governing Law . The validity, interpretation, construction and performance of the Plan shall in all respects be
governed by the laws of the Commonwealth of Virginia, without reference to principles of conflict of law.
6.6. Section 409A of the Code . The Plan shall be interpreted, construed and operated to reflect the intent of the
Company that all aspects of the Plan shall be interpreted either to be exempt from the provisions of Section 409A of the
Code or, to the extent subject to Section 409A of the Code, comply with Section 409A of the Code and any regulations
and other guidance thereunder. Notwithstanding anything to the contrary in Section 5.2, this Plan may be amended a
any time, without the consent of any Participant, to avoid the application of Section 409A of the Code in a particula
circumstance or to the extent determined necessary or desirable to satisfy any of the requirements under Section 409A o
the Code, but the Employer shall not be under any obligation to make any such amendment. Nothing in the Plan shall
rovide a basis for any person to take action against the Employer based on matters covered by Section 409A of the
Code, including the tax treatment of any award made under the Plan, and the Employer shall not under any
circumstances have any liability to any Participant or other person for any taxes, penalties or interest due on amounts
paid or payable under the Plan, including taxes, penalties or interest imposed under Section 409A of the Code.
6.7 Claim Procedure . If a Participant makes a written request alleging a right to receive Separation Benefits under the
Plan or alleging a right to receive an adjustment in benefits being paid under the Plan, the Company shall treat it as
claim for benefits. All claims for Separation Benefits under the Plan shall be sent to the