Kraft 2014 Annual Report Download - page 106

Download and view the complete annual report

Please find page 106 of the 2014 Kraft annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 170

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170

4.
DEFERRED COMPENSATION UNIT AWARDS; RESTRICTED STOCK UNIT AWARDS
4.1 Shares Subject to this MSPP.
(a)
Shares Available . The total number of shares of common stock of the Company (“Shares”) reserved
and available for issuance pursuant to Deferred Compensation Units under this MSPP shall be 5,000,000. For the
avoidance of doubt, Shares issued pursuant to awards of Matching RSUs under this MSPP shall not reduce the share
pool set forth in the preceding sentence, but instead shall be issued from the share pool under the PIP. The Shares
issued pursuant to this MSPP may be Shares that are authorized and unissued or Shares that were acquired by the
Company, including Shares purchased on the open market.
(b)
Adjustments for Certain Corporate Transactions . In the event of any merger, share exchange,
reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reverse stock
split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Shares in any
case after adoption of this MSPP by the Board, the Committee shall make such adjustments or substitutions with
respect to this MSPP and to awards granted thereunder as it deems appropriate to reflect the occurrence of such
event, including, but not limited to, adjustments to the aggregate number and kind of securities reserved for issuance
under this MSPP and to the number and kind of securities subject to outstanding awards.
4.2 Bonus Deferral Commitment. A Participant may elect to defer up to 50% of his or her annual incentive
award (in increments of 1% or as otherwise determined by the Committee), paid under the Company’s Performance
Incentive Plan (“Bonus Compensation”), in a Participation Agreement for a period of three (3) years, or such longe
r
period as may be permitted by the Committee (the “Deferral Period”) from the date that amounts subject to such
election would otherwise become payable (the “Deferral Date”) (any amount so elected to be deferred pursuant to this
MSPP is referred to herein as a “Bonus Deferral Commitment”). To the extent applicable, Bonus Deferral Commitments
under this MSPP are intended to conform to the requirements of Section 409A of the Code. The amount to be deferred
shall be stated as a percentage of any Bonus Compensation payable during the Plan Year with respect to which the
deferral applies from any Bonus Compensation payable during such Plan Year, or in such other form as allowed by the
Committee consistent with the applicable requirements of Section 409A of the Code. Each Bonus Deferral Commitment
shall be obtained by a Participant not later than six months prior to the last day of the applicable performance period, o
at such other time and in such manner that complies with Section 409A of the Code and any regulatory or othe
guidance issued thereunder to the extent applicable.
4.3 Awards of Deferred and Restricted Stock Units.
(a)
Deferred Compensation Unit Awards . A “Deferred Compensation Unit” or “DCU” shall be a
bookkeeping unit equivalent to one Share. DCUs shall not constitute actual stock and shall have no voting rights. On
the Deferral Date, the Company shall award to the Participant DCUs covering a number of Shares having an aggregate
Fair Market Value on the Deferral Date equal to the amount of the Bonus Compensation elected to be deferred
(rounded down to the nearest whole Share, with any remaining cash payable to the Participant as soon as practicable
by regularly scheduled payroll or otherwise, but in no event later than 30 days after the Deferral Date. ) and
withhold from the Bonus Compensation otherwise payable an amount equal to the Fair Market Value of such DCUs on
the Deferral Date. For these purposes, the “Fair Market Value” means, as of any given date, the closing price of the
Shares on the NASDAQ Global Select Market or if the Shares are not traded on the NASDAQ Global Select Market,
the principal securities exchange or any other national market system or automated quotation system on which the
Shares are listed, quoted or traded, or, if no such sale of Shares is reported on such date, the fair market value of the
Shares as determined by the Committee in good faith. Any DCU granted to a Participant under this MSPP shall be
credited to a Deferred Compensation Unit bookkeeping account maintained by the Company for such Participant.