Kraft 2014 Annual Report Download - page 107

(b) Matching Restricted Stock Unit Awards . In addition to the DCUs, on the Deferral Date the Company
shall also award to the Participant pursuant to the terms of the PIP, Restricted Stock Units (“Matching RSUs”) covering
a number of Shares equal to 25% of the number of Shares subject to the DCUs awarded to the Participant on the
Deferral Date pursuant to Section 4.3(a) of this MSPP (rounded down to the nearest whole Share). Matching RSUs
shall not constitute actual stock and shall have no voting rights. Any Matching RSU granted to a Participant under this
MSPP shall be credited to a Restricted Stock Unit bookkeeping account maintained by the Company for such
Participant.
(c) Vesting . Unless otherwise provided for in the terms of an award agreement, all DCUs shall be fully
vested as of the applicable Deferral Date. Matching RSUs shall vest on the earlier of (i) the effective date of the
Participant’s normal retirement, as defined in the Company’s U.S. tax qualified defined benefit pension plan or the
affiliate’s pension plan, as the case may be, (ii) for a retirement not set forth in Section 4.3(c)(i) above, the effective
date of the Participant’s retirement, provided that such Participant’s Matching RSUs shall vest on a pro rata basis
calculated based on the months of service completed during the Deferral Period and prior to the effective date of such
retirement divided by 36, (iii) the date of the Participant’s death, (iv) the effective date of the Participant’s disability (as
defined under the terms of the Company’s or affiliate’s Long-Term Disability Plan, as the case may be), (v) the third
anniversary of the Deferral Date, or (vi) as otherwise described in the applicable award agreement. All other terms and
conditions of the DCUs and the Matching RSUs shall be as set forth in an applicable award agreement or in this MSPP
or the PIP.
(d) Employment Required . Notwithstanding anything herein to the contrary, a Participant must be
employed by the Company or an affiliate of the Company on the Deferral Date in order to receive an award of DCUs o
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Matching RSUs under this MSPP.
4.4 Dividend Equivalent Rights. Unless otherwise provided by the Committee, any awards of DCUs o
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Matching RSUs under this MSPP shall earn dividend equivalents. Unless otherwise provided by the Committee, such
dividend equivalents shall be made (by regularly scheduled payroll or otherwise) as soon as practicable on or after the
date on which such dividends are paid (and in no event later than 30 days after the date on which such dividends are
paid). At the Committee’s discretion, any crediting of dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in additional Shares, DCUs or RSUs.
4.5 Modification of Bonus Deferral Commitment. A Bonus Deferral Commitment shall be irrevocable
except that the Committee may, in its sole and absolute discretion, permit a Participant to reduce the amount to be
deferred, or waive the remainder of the Bonus Deferral Commitment upon a finding that the Participant has suffered an
Unforeseeable Emergency (as defined below). The dollar amount associated with such a reduction or waiver shall not
exceed the amount required (including anticipated taxes on the distribution) to meet the emergency financial need and
not reasonably available from other resources of the Participant (including reimbursement or compensation by
insurance, cessation of deferrals under this MSPP, and liquidation of the Participant’s assets, to the extent liquidation
itself would not cause severe financial hardship). If the Committee grants a reduction or waiver request pursuant to this
Section 4.5, the Participant will forfeit any unvested Matching RSUs associated with the reduction or waiver and will not
be allowed to enter into a new Bonus Deferral Commitment for the remainder of the Plan Year in which the reduction o
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waiver of the Bonus Deferral Commitment occurs and the following Plan Year. Any resumption of the Participant’s
deferrals under this MSPP shall be made only at the election of the Participant in accordance with this Section 4.
An “Unforeseeable Emergency” is a severe financial hardship to the Participant resulting from:
(a)
Medical expenses resulting from a sudden unexpected illness or accident incurred by the Participant, his
spouse, his beneficiary, or his dependents (as defined in Code Section 152(a) without regard to section 152
(b)(1), (b)(2), and (d)(1)(B) for employees of the Company);
(b)
Uninsured casualty loss pertaining to property owned by the Participant; o
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