Kraft 2014 Annual Report Download - page 132

3. Vesting and Forfeiture .
(a) Vesting . The PSP Award shall become payable to the extent the Performance Goals are attained, as
determined by the Committee in accordance with the provisions of the 2012 Plan and the terms of this Agreement, subject to
Section 3(b) below.
(b) Forfeiture . Except as provided herein, if the Participant has not been continuously and actively employed with
the Company (or an Affiliate) from the date of the Notice through the last day of the applicable Performance Cycle, the PSP Award
shall thereupon be forfeited immediately and without any further action by the Company. For purposes of the preceding sentence, a
Participant will not be considered to be continuously and actively employed with the Company (or an Affiliate) once he or she has
stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where the
Participant resides ( e.g ., active employment would not include a period of “garden leave” or similar period pursuant to the
employment laws of the country where the Participant resides), unless otherwise determined by the Company on a country-by-
country basis. The Committee shall have the exclusive discretion to determine when a Participant is no longer actively employed fo
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purposes of the PSP Award, subject to compliance with Section 409A of the Code.
(i) Death/Disability . In the event of a Participant’s death or termination of the Participant’s active
employment with the Company (or an Affiliate) as a result of the Participant’s Disability, in each case, during the first year following
the commencement of a Performance Cycle, the Participant shall forfeit any rights under the PSP Award to which the Performance
Cycle relates. In the event of a Participant’s death or termination of the Participant’s active employment with the Company (or an
Affiliate) as a result of the Participant’s Disability, in each case, after the first year following the commencement of a Performance
Cycle, the PSP Award shall be payable calculated based on a Performance Goal Attainment Factor equal to 100%, subject to
compliance with the payment timing provisions set forth in Section 4 hereof, prorated by applying the Participant’s Participation
Period Factor.
(f) “PSP Award Target” means an amount equal to (i) a percentage of the Participant’s Long-Term Incentive Target (ii) a
percentage of a performance incentive pool established by the Committee, or (iii) a combination of the formulations set
forth in clauses (i) and (ii) above.
(g) “Maximum Goal Factor” means a percentage established by the Committee with respect to a PSP Award and Performance
Cycle, and representing the maximum percentage that may be determined to have been attained as a Performance Goal
Attainment Factor. In the case of PSP Awards that are intended to constitute Qualified Performance-Based Compensation,
the Maximum Goal Factor shall be established at the same time the related Performance Goals are established.
(h) “Normal Retirement” means retirement from active employment under a pension plan of the Company or an Affiliate, on o
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after the date specified as normal retirement age in the pension plan, if any, under which the Participant 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 become payable without reduction for early commencement and without any
requirement of a particular period of prior service), or, for a Participant who is not accruing benefits under any pension plan,
65 or such other age as determined by the Committee in its sole discretion to be considered “Normal Retirement.”
(i) “Participant’s Long-Term Incentive Target” means a dollar value established by the Company.
(j) “Participation Period Factor” means a fraction, the numerator of which is the number of months (including partial months,
rounded up to the next whole month) the Participant was actively employed with the Company (or an Affiliate) during the
Performance Cycle and the denominator of which is the number of months (including partial months, rounded up to the next
whole month) in the Performance Cycle. The Committee, in its sole discretion, may adjust the Participation Period Factor.
(k) “Performance Goal Attainment Factor” means a percentage ranging from 0% to the Maximum Goal Factor representing the
rate at which the Performance Goals have been attained as determined by the Committee.
(l) “Qualified Performance-Based Compensation” means any compensation awarded to a Covered Employee that is intended
to qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code.