Kraft 2014 Annual Report Download - page 131

EXHIBIT 10.20
KRAFT FOODS GROUP, INC.
PERFORMANCE SHARE PLAN (PSP)
([____] - [_____] Performance Cycle)
AWARD AGREEMENT
1. Grant of PSP Award .
(a) PSP Award . In consideration of the Participant’s agreement to provide services to Kraft Foods Group, Inc., a
corporation organized under the laws of the Commonwealth of Virginia (the “ Company ”), or to any entity that directly or indirectly
through one or more intermediaries controls or is controlled by the Company (the “ Affiliate ”), and, as applicable, in consideration
for the Participant’s assent to the non-competition and non-solicitation covenants provided in the attached Appendix A hereto, and
for other good and valuable consideration, the Company hereby grants as of the date set forth in the PSP Award Notice (the “
Notice ”) to the Participant named in the Notice (the “ Participant ”) a PSP Award with respect to the Performance Cycle set forth
in the Notice, subject to the terms and provisions of the Notice, this PSP Award Agreement, including any appendices (this “
Agreement ”), and the Company’s 2012 Performance Incentive Plan, as amended from time to time (the “ 2012 Plan ”). Unless and
until the PSP Award becomes payable in the manner set forth in Section 4 hereof, the Participant shall have no right to payment o
f
the PSP Award. Prior to payment of the PSP Award, the PSP Award shall represent an unsecured obligation of the Company,
payable (if at all) from the general assets of the Company.
(b) 2012 Plan .
(i) Incorporation of Terms and Conditions . The PSP Award and this Agreement are subject to the terms
and conditions of the 2012 Plan, which are incorporated herein by reference. In the event of any inconsistency between the 2012
Plan and this Agreement, the terms of the 2012 Plan shall control.
(ii) Performance Criteria
. The Committee, in its sole discretion, shall have the authority to determine,
establish and adjust Performance Cycles, establish the applicable Performance Goals, adjust the applicable Performance Goals,
certify the attainment of Performance Goals, and determine whether the PSP Award is intended to qualify as Qualified Performance
Based-Compensation pursuant to the terms of the 2012 Plan. Furthermore, the Committee shall have the authority to take such
actions as it may, in its sole discretion, deem necessary to ensure that the PSP Award meets the requirements of Code Section 162
(m) (including any amendments thereto) and any Treasury Regulations or rulings issued thereunder, subject to the terms of the
2012 Plan.
2. Definitions . All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the 2012
Plan and the Notice. The following terms shall have the meanings specified below, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so indicates.
(a) “Covered Employee” means a Participant who is, or could be at any time during the period in which the PSP Award is
outstanding, a “covered employee” within the meaning of Section 162(m)(3) of the Code.
(b) “Disability” means permanent and total disability as determined under procedures established by the Company fo
r
purposes of the 2012 Plan.
(c) “Early Retirement” means retirement from active employment other than Normal Retirement, as determined by the
Committee, in its sole discretion.
(d) “GAAP” means U.S. generally accepted accounting principles.
(e) “PSP Award Share Payout” means an amount equal to the (i) the PSP Award Target, divided by (ii) the Fair Market Value
of a share of Common Stock on the annual stock grant date, rounded up to the next whole share of Common Stock, and
multiplied by (iii) the Performance Goal Attainment Factor, and, in the case of a Participant who terminates employment
before the last day of the Performance Cycle, multiplied by (iv) the Participation Period Factor.