Kraft 2014 Annual Report Download - page 105

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KRAFT FOODS GROUP, INC.
MANAGEMENT STOCK PURCHASE PLAN
1.
ESTABLISHMENT OF PLAN; PURPOSE. This Kraft Foods Group, Inc. Management Stock Purchase Plan
(this “MSPP”) was adopted by the Board of Directors (the “Board”) of Kraft Foods Group, Inc. (the “Company”) on
October 29, 2012 and amended on January 30, 2014 and January 1, 2015. This MSPP is intended to provide certain
key employees of the Company and its affiliates with the opportunity to defer a portion of their bonus compensation and
to align management and shareholder interests through awards of Deferred Compensation Units under this MSPP and
awards of Restricted Stock Units under Section 5(a)(v) of the Kraft Foods Group, Inc. 2012 Performance Incentive Plan
(the “PIP”).
2.
TAX COMPLIANCE. Notwithstanding anything in this MSPP to the contrary, this MSPP shall be construed to
reflect the intent of the Company that all elections to defer, awards issued hereunder, distributions, and other aspects o
this MSPP shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code) and any
regulations and other guidance thereunder to the extent applicable. This MSPP may be amended at any time, without
the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or as is
necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not
be under any obligation to make any such amendment. Nothing in this MSPP shall provide a basis for any person to
take action against the Company or any affiliate based on matters covered by Section 409A of the Code, including the
tax treatment of any amount paid or award made under this MSPP, and neither the Company nor any of its affiliates
shall under any circumstances have any liability to any Participant or his estate for any taxes, penalties or interest due
on amounts paid or payable under this MSPP, including taxes, penalties or interest imposed under Section 409A of the
Code or the law or legislation otherwise applicable to the Participant.
3.
ELIGIBILITY; PARTICIPATION; ADMINISTRATION.
3.1 Eligibility . An employee of the Company or an affiliate shall be eligible to participate in this MSPP if the
employee (a) is in salary bands, pay grades or other category designated and approved by the Committee, (b) is
employed by the Company or an affiliate on the first date of the annual enrollment period for this MSPP, and (c) is a
member of a select group of management or highly compensated employees within the meaning of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) (each such employee who elects to defer bonus
compensation pursuant to this MSPP is referred to herein as a “Participant”).
3.2 Participation . An eligible employee may elect to participate in this MSPP with respect to any Plan Yea
r
by submitting a participation agreement in the form determined by the Company (a “Participation Agreement”) to the
Company or its affiliate, as applicable, on or before to the date established by the Company, in accordance with Section
4.2 of this MSPP. The “Plan Year” shall be the calendar year.
3.3 Administration . This MSPP shall be administered by the Compensation Committee of the Board (the
“Committee”). The Committee has full discretionary authority to construe and interpret the provisions of this MSPP and
make factual determinations hereunder, including the power to determine the rights or eligibility of employees o
Participants and any other persons, and the amounts of their benefits under this MSPP, and to remedy ambiguities,
inconsistencies or omissions, and such determinations shall be binding on all parties. The Committee, from time to
time, may adopt such rules and regulations as may be necessary or desirable for the proper and efficient administration
of this MSPP and as are consistent with the terms of this MSPP. The Committee may delegate all or any part of its
powers, rights, and duties under this MSPP to such person or persons as it may deem advisable, and may engage
agents to provide certain administrative services with respect to this MSPP. To enable the Committee to perform its
duties, the Company and its affiliates shall supply full and timely information to the Committee of all matters relating to
the retirement, disability, death, or other cause for termination of employment of all Participants, and such othe
pertinent facts as the Committee may require.