Kraft 2014 Annual Report Download - page 109

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other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission or other applicable securities commission, any stock exchange upon which the
Shares are then listed, and any applicable federal, state or foreign securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
7.5 No Right to Employment . Neither the adoption of this MSPP nor the granting of awards under this
MSPP shall confer upon any employee any right to continued employment nor shall they interfere in any way with the
right of the Company, or a subsidiary or an affiliate thereof, to terminate the employment of any employee at any time.
Nothing contained in this MSPP shall prevent the Company, or a subsidiary or an affiliate thereof, from adopting othe
or additional compensation arrangements for their respective employees.
7.6 Tax Withholding . No later than the date as of which an amount first becomes includible in the gross
income of the Participant for income tax purposes with respect to any award under this MSPP, the Participant shall pay
to the Company or its affiliate, or make arrangements satisfactory to the Company or its affiliate regarding the payment
of, any federal, state, provincial, local or foreign taxes, premiums or contributions of any kind which are required by law
or applicable regulation to be withheld with respect to such amount. Unless otherwise determined by the Committee,
withholding obligations arising from an award (including the issuance or other transfer of Shares) may be settled with
Shares, including Shares that are part of, or are received upon conversion of, the award that gives rise to the
withholding requirement. In no event shall the Fair Market Value of the Shares to be withheld and delivered pursuant to
this Section 7.6 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount o
taxes required to be withheld. The obligations of the Company under this MSPP shall be conditional on such payment
or arrangements, and the Company, its subsidiaries and its affiliates shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment otherwise due to the Participant. The Committee may establish such
procedures as it deems appropriate, including the making of irrevocable elections, for the settling of withholding
obligations with Shares.
7.7 Governing Law; Jurisdiction; Venue . This MSPP and all awards made and actions taken hereunde
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shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding any
conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this MSPP to the
substantive law of another jurisdiction. Unless otherwise provided in an award, recipients of an award under this MSPP
are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the Commonwealth o
Virginia, to resolve any and all issues that may arise out of or relate to this MSPP or any related award.
7.8 Successors . All obligations of the Company under this MSPP with respect to awards granted hereunde
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shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct o
indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Company.
7.9 Severability . If any provision of this MSPP is held invalid or unenforceable, the invalidity o
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unenforceability shall not affect the remaining parts of this MSPP, and this MSPP shall be enforced and construed as i
such provision had not been included.
7.10 Rules for Non-U.S. Jurisdictions . The Committee may adopt rules or procedures relating to the
operation and administration of this MSPP to accommodate the specific requirements of local laws and procedures.
Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures
regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding
procedures and handling of stock certificates which vary with local requirements. The Committee may also adopt sub-
plans applicable to particular affiliates of the Company or locations. The rules of such sub-plans may take precedence
over other provisions of this MSPP, with the exception of Section 4.1, but unless otherwise superseded by the terms o
such sub-plan, the provisions