Kraft 2014 Annual Report Download - page 120

exercised for a period of 12 months following such termination; provided, however, if the Optionee shall die within such 12-month
period, such Option Shares may be exercised for a period of 12 months from the date of death of the Optionee; and
(d)
If the Optionee’ s employment is involuntarily suspended or terminated for Cause, no Option Shares may be
exercised during the period of suspension, or following such termination of employment.
No provision of this paragraph 3 shall permit the exercise of any Option Shares after the Expiration Date. For
purposes of this Agreement, the Optionee’ s employment shall be deemed to be terminated (i) when he or she is no longer actively
employed by the Kraft Foods Group (regardless of the reason for such termination and whether or not later found to be invalid or in
breach of employment laws in the jurisdiction where the Optionee is employed or the terms of the Optionee’ s employment
agreement, if any), and (ii) when he or she is no longer actively employed by a corporation, or a parent or subsidiary thereof,
substituting a new option for this Option (or assuming this Option) in connection with a merger, consolidation, acquisition of
property or stock, separation, split-up, reorganization, liquidation or similar transaction. The Optionee shall not be considered
actively employed during any notice period or period of pay in lieu of notice required under any applicable law or during any other
period for which he or she is receiving, or is eligible to receive, salary continuation, notice period or garden leave payments, or
other benefits under the Kraft Foods Group, Inc. Severance Pay Plan, or any similar plan maintained by the Kraft Foods Group or
through other such arrangements that may be entered into that give rise to separation or notice pay, except in any case in which the
Optionee is eligible for Normal Retirement or Early Retirement upon the expiration of salary continuation or other benefits. The
Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the
Option. Unless otherwise determined by the Committee, leaves of absence shall not constitute a termination of employment for
purposes of this Agreement. Notwithstanding the foregoing provisions and unless otherwise determined by the Company, this
Option may only be exercised on a day on which the NASDAQ Global Select Market (the “ Exchange ”) is open. Accordingly, if
the Expiration Date is a day on which the Exchange is closed, the Expiration Date shall be the immediately preceding day on which
the Exchange is open.
4.
Exercise of Option and Withholding Taxes . This Option may be exercised only in accordance with the procedures
and limitations (including the country-specific terms set forth in Appendix B to the Agreement) set forth in the Company’ s
Equity Awards Plan Guide , as amended from time to time (the “ Methods of Exercise ”).
The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Optionee’ s
employer (the “ Employer ”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on
account or other taxrelated items related to the Optionee’ s participation in the Plan and legally applicable to the Optionee (“ Tax-
Related Items ”), is and remains the Optionee’ s responsibility and may exceed the amount actually withheld by the Company or the
Employer.
The Optionee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting or exercise of the
Option, the subsequent sale of Option Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not
commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the
Optionee’ s liability for Tax-Related Items or achieve any particular tax result. Further if the Optionee becomes subject to any Tax-
Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable event (including
j
urisdictions outside the United States), the Optionee acknowledges that the Company and/or the Employer (or former employer, as
applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
The Optionee acknowledges and agrees that the Company shall not be required to deliver the Option Shares being
exercised upon any exercise of this Option unless it has received payment in a form acceptable to the Company for all applicable
Tax-Related Items, as well as amounts due to the Company as “ theoretical taxes ” pursuant to the then-current international
assignment and tax and/or social insurance equalization policies and procedures of the Kraft Foods Group, or arrangements
satisfactory to the Company for the payment thereof have been made.