Kraft 2014 Annual Report Download - page 124

information on the consequences of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that
he or she may contact his or her local human resources representative.
12. Interpretation . The terms and provisions of the Plan (a copy of which will be furnished to the Optionee upon written
request to the Office of the Corporate Secretary, Kraft Foods Group, Inc., Three Lakes Drive, Northfield, Illinois, U.S.A. 60093)
are incorporated herein by reference. To the extent any provision in this Agreement is inconsistent or in conflict with any term or
provision of the Plan, the Plan shall govern. The Committee shall have the right to resolve all questions which may arise in
connection with the Award or this Agreement, including whether an Optionee is no longer actively employed and any
interpretation, determination or other action made or taken by the Committee regarding the Plan or this Agreement shall be final,
binding and conclusive.
13. Restrictive Covenants . If the Optionee is, as of the date of grant of the Option, designated in Salary Band G or
above, the Option shall be subject to the non-competition and non-solicitation covenants set forth in the Appendix A to this
Agreement.
14. Miscellaneous Definitions . For the purposes of this Agreement, the term “ Disability ” means permanent and total
disability as determined under the procedures established by the Company for purposes of the Plan and the term “ Normal
Retirement ” means retirement from active employment under a pension plan of the Kraft Foods Group, or under an employment
contract with any member of the Kraft Foods Group, on or after the date specified as normal retirement age in the pension plan or
employment contract, if any, under which the Optionee is at that time accruing pension benefits for his or her current service (or, in
the absence of a specified normal retirement age, the age at which pension benefits under such plan or contract become payable
without reduction for early commencement and without any requirement of a particular period of prior service). For the purposes of
this Agreement, “ Early Retirement ” means retirement from active employment other than Normal Retirement, as determined by
the Committee, in its sole discretion. As used herein, “ Kraft Foods Group ” means Kraft Foods Group, Inc. and each of its
subsidiaries and affiliates. For purposes of this Agreement, (x) a “ subsidiary ” includes only any company in which the applicable
entity, directly or indirectly, has a beneficial ownership interest of greater than 50 percent and (y) an “ affiliate ” includes only any
company that (A) has a beneficial ownership interest, directly or indirectly, in the applicable entity of greater than 50 percent or (B)
is under common control with the applicable entity through a parent company that, directly or indirectly, has a beneficial ownership
interest of greater than 50 percent in both the applicable entity and the affiliate.
15. Language . If this Agreement or any other document related to the Plan is translated into a language other than
English and if the meaning of the translated version is different from the English version, the English version will control.
16. Compliance With Law . Notwithstanding any other provision of the Plan or this Agreement, unless there is an
available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the
Company shall not be required to deliver any Option Shares issuable upon exercise of the Option prior to the completion of any
registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under
rulings or regulations of the Commission or of any other governmental regulatory body, or prior to obtaining any approval or other
clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company
shall, in its absolute discretion, deem necessary or advisable. The Optionee understands that the Company is under no obligation to
register or qualify the shares with the Commission or any state or foreign securities commission or to seek approval or clearance
from any governmental authority for the issuance or sale of the shares. Further, the Optionee agrees that the Company shall have
unilateral authority to amend the Plan and the Agreement without the Optionee’ s consent to the extent necessary to comply with
securities or other laws applicable to the issuance of shares of Common Stock.
17. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents
related to current or future participation in the Plan by electronic means or to request the Optionee’ s consent to participate in the
Plan by electronic means. The Optionee hereby consents to receive such documents by