Kraft 2014 Annual Report Download - page 108

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Any DCUs subject to such waiver or reduction request shall be distributed to the Participant in the form o
f
Shares as soon as practicable following the grant of such waiver or reduction request.
5.
TIME AND FORM OF PAYMENT.
5.1 Time and Form of Payment. DCUs shall be settled with the Participant (or his or her beneficiary) in the
form of Shares as soon as practicable after the date on which (a) the Deferral Period expires, (b) the Participant dies,
(c) the Participant becomes disabled (pursuant to the terms of the Company’s of affiliate’s Long-Term Disability Plan,
as the case may be), or (d) the Participant experiences a Separation from Service (within the meaning of Section 409
of the Code and the regulations, notices and other guidance thereunder). Vested RSUs shall be settled with the
Participant (or his or her beneficiary) in Shares as soon as practicable after the date on which the RSUs vest in
accordance with the terms of this MSPP, and in all events no later than March 15
th
of the year following the year in
which such RSUs vest.
5.2 Specified Employees. Notwithstanding anything herein to the contrary, and subject to Code
Section 409A, to the extent Code Section 409A(2)(B) is applicable, payment under this Section 5 shall not be made to
any Participant who is a Specified employee (within the meaning of Section 409A of the Code and the regulations,
notices and other guidance thereunder) before the date that is not less than six months after the date of the
Participant’s Separation from Service.
6.
AMENDMENTS AND TERMINATION. The Company reserves the right to amend, modify, or terminate this
MSPP (in whole or in part) at any time by action of the Board or the Committee, with or without prior notice. Except as
described below in this Section 6 or in Section 2, no such amendment or termination shall in any material manne
adversely affect any Participant’s rights to any amounts already deferred or credited hereunder or deemed earnings
thereon, up to the point of amendment or termination, without the consent of the Participant. Subject to the above
provisions, the Board shall have broad authority to amend this MSPP to take into account changes in applicable law,
including but not limited to securities and tax laws and accounting rules.
7.
MISCELLANEOUS.
7.1 Contractual Obligation. This MSPP shall create an unfunded, unsecured contractual obligation on the
part of the Company to make payments and issue Shares under DCUs and Matching RSUs.
7.2 Unsecured Interest. No Participant or party claiming an interest in benefits of a Participant hereunde
r
shall have any interest whatsoever in any specific asset of the Company. To the extent that any party acquires a right to
receive payments or Shares under this MSPP, such right shall be equivalent to that of an unsecured general creditor o
the Company. Each Participant, by participating hereunder, agrees to waive any priority creditor status with respect to
any amounts due hereunder. The Company shall have no duty to set aside or invest any amounts credited to DCU o
Matching RSU awards under this MSPP.
7.3 Transferability . Except as provided in the applicable award agreement or otherwise required by law,
awards shall not be transferable or assignable other than by will or the laws of descent and distribution. In no event
may any award be transferred in exchange for consideration.
7.4 Representations and Restrictions . The Committee may require each person acquiring Shares
pursuant to an award to represent to and agree with the Company in writing that such person is acquiring the Shares
without a view to the distribution thereof. The certificates for such shares may include any legend that the Committee
deems appropriate to reflect any restrictions on transfer. All certificates for Shares or other securities delivered unde
this MSPP shall be subject to such stock transfer orders and
(c)
Other similar extraordinary and unforeseeable circumstances involving an uninsured loss arising from an
event beyond the control of the Participant.