Kraft 2014 Annual Report Download - page 119

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EXHIBIT 10.19
KRAFT FOODS GROUP, INC.
2012 PERFORMANCE INCENTIVE PLAN
GLOBAL STOCK OPTION AWARD AGREEMENT
KRAFT FOODS GROUP, INC., a Virginia corporation (the “ Company ”), hereby grants to the employee identified in the
Award Statement (the “ Optionee ”) attached hereto under the Kraft Foods Group, Inc. 2012 Performance Incentive Plan (the “ Plan
”) a non-qualified stock option (the “ Option ”). The Option entitles the Optionee to exercise up to the aggregate number of shares
set forth in the Award Statement (the “ Option Shares ”) of the Company’ s Common Stock, at the Grant Price per share set forth in
the Award Statement (the “ Grant Price ”). Capitalized terms not otherwise defined in this Global Stock Option Award Agreement,
including, as applicable, the non-competition and non-solicitation covenants provided in the attached Appendix A hereto and any
country-specific terms set forth in Appendix B hereto (the “ Agreement ”), shall have the meaning set forth in the Plan. The Option
is subject to the following terms and conditions (including, as applicable, the non-competition and non-solicitation covenants
provided in the attached Appendix A hereto and the country-specific terms set forth in the attached Appendix B hereto):
1.
Vesting . Prior to the satisfaction of the Vesting Requirements set forth in the Schedule in the Award Statement (the “
Schedule ”), the Option Shares may not be exercised except as provided in paragraph 2 below.
2. Vesting Upon Termination of Employment . In the event of the termination of the Optionee’ s employment with the
Kraft Foods Group (as defined below in paragraph 14) prior to satisfaction of the Vesting Requirements other than by reason of
Early Retirement (as defined below in paragraph 14) occurring after December 31 of the same year as the date of grant of the
Option, Normal Retirement (as defined below in paragraph 14), death or Disability (as defined below in paragraph 14), or as
otherwise determined by (or pursuant to authority granted by) the Committee administering the Plan, this Option shall not be
exercisable with respect to any of the Option Shares set forth in the Award Statement. If death or termination due to Disability of
the Optionee occurs prior to satisfaction of the Vesting Requirements, this Option shall become immediately exercisable for 100%
of the Option Shares set forth in the Award Statement. If the Optionee’ s employment with the Kraft Foods Group is terminated by
reason of Normal Retirement, or by Early Retirement occurring after December 31 of the same year as the date of grant of the
Option, the Option Shares shall continue to become exercisable as set forth on the Schedule as if such Optionee’ s employment had
not terminated.
3. Exercisability Upon Termination of Employment . During the period commencing on the first date that the Vesting
Requirements are satisfied (or, such earlier date determined in accordance with paragraph 2) until and including the Expiration Date
set forth in the Schedule, this Option may be exercised in whole or in part with respect to such Option Shares, subject to the
following provisions:
(a)
In the event that the Optionee’ s employment is terminated by reason of Early Retirement occurring after December
31 of the same year as the date of grant of the Option, Normal Retirement, death or Disability, such Option Shares may be
exercised on or prior to the Expiration Date;
(b)
If employment is terminated by the Optionee (other than by Early Retirement occurring after December 31 of the
same year as the date of grant of the Option, death, Disability or Normal Retirement), such Option Shares may be exercised for a
period of 30 days from the effective date of termination;
(c)
If, other than by death, Disability, Normal Retirement, or Early Retirement occurring after December 31 of the same
year as the date of grant of the Option, the Optionee’ s employment is terminated by the Company, a subsidiary or affiliate without
Cause for any reason (even if such termination constitutes unfair dismissal under the employment laws of the country where the
Optionee resides or if the Optionee’ s termination is later determined to be invalid and his or her employment is reinstated) or in the
event of any other termination of employment caused directly or indirectly by the Company or a subsidiary or affiliate, such Option
Shares may be