Kraft 2014 Annual Report Download - page 121

In this regard, the Optionee authorizes the Company and/or the Employer, in their sole discretion and without any notice or
further authorization by the Optionee, to withhold all applicable Tax-Related Items legally due by the Optionee and any theoretical
taxes from the Optionee’ s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the
sale of Option Shares acquired at exercise either through a voluntary sale or through a mandatory sale arranged by the Company
(on the Optionee’ s behalf and at the Optionee’ s direction pursuant to this authorization) without further consent. In addition, unless
otherwise determined by the Committee, Tax-Related Items or theoretical taxes may be paid with outstanding shares of the
Company’ s Common Stock, such shares to be valued at Fair Market Value on the exercise date, or by the Company withholding
from Option Shares subject to the exercised Option, provided, however, that withholding in Option Shares shall be subject to
approval by the Committee to the extent deemed necessary or advisable by counsel to the Company at the time of any relevant tax
withholding event. Finally, the Optionee agrees to pay to the Company or the Employer any amount of Tax-Related Items and
theoretical taxes that the Company or the Employer may be required to withhold or account for as a result of the Optionee’ s
participation in the Plan that cannot be satisfied by the means previously described.
To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items or theoretical
taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for
Tax-Related Items and/or theoretical taxes is satisfied by withholding in Option Shares, for tax purposes, the Optionee is deemed to
have been issued the full number of Option Shares subject to the exercised Option, notwithstanding that a number of the Option
Shares are held back solely for the purpose of paying the Tax-Related Items.
5. Cash-Out of Option . The Committee may elect to cash out all or a portion of the Option Shares to be exercised
pursuant to any Method of Exercise by paying the Optionee an amount in cash or Common Stock, or both, equal to the Fair Market
Value of such shares on the exercise date less the Grant Price for such shares.
6.
Transfer Restrictions . Unless otherwise required by law, this Option is not transferable or assignable by the Optionee
in any manner other than by will or the laws of descent and distribution and is exercisable during the Optionee’ s lifetime only by
the Optionee. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
7. Adjustments . In the event of any merger, share exchange, reorganization, consolidation, recapitalization,
reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other
similar transaction or event affecting the Common Stock after the date of this Award, the Committee shall make adjustments to the
terms and provisions of this Award (including, without limiting the generality of the foregoing, terms and provisions relating to the
Grant Price and the number and kind of shares subject to this Option) as it deems appropriate, including, but not limited to, the
substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu of the Option, and
to determine whether continued employment with any entity resulting from such transaction or event will or will not be treated as
continued employment with the Kraft Foods Group, in each case, subject to any Committee action specifically addressing any such
adjustments, cash payments or continued employment treatment.
8.
Successors . Whenever the word “Optionee” is used herein under circumstances such that the provision should
logically be construed to apply to the executors, the administrators, or the person or persons to whom this Option may be
transferred pursuant to this Agreement, it shall be deemed to include such person or persons. This Agreement shall be binding upon
and inure to the benefit of any successor or successors of the Company and any person or persons who shall acquire any rights
hereunder in accordance with this Agreement, the Award Statement or the Plan.
9.
Governing Law . This Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., without
regard to choice of laws principles thereof.