Kraft 2014 Annual Report Download - page 133

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(ii) Retirement . In the event a Participant’s active employment with the Company (or an Affiliate)
terminates prior to the last date of the applicable Performance Cycle as a result of the Participant’s Early Retirement or Normal
Retirement, if the Committee in its sole discretion so determines:
(A) If the PSP Award is not intended to qualify as Qualified Performance-Based Compensation, the
Participant shall receive a prorated portion of the PSP Award that is calculated based on a Performance Goal Attainment Facto
equal to 100% or such other percentage specified by the Company, or, to the extent the retirement occurs in the third calendar yea
of the Performance Cycle, the percentage may also be based on actual attainment of the Performance Goals, in each case, subject
to compliance with the payment timing provisions set forth in Section 4 hereof, prorated by applying the Participant’s Participation
Period Factor;
(B) If the PSP Award is intended to qualify as Qualified Performance-Based Compensation, the
Participant shall receive a prorated portion of the PSP Award payable upon actual attainment of the Performance Goals in
satisfaction of the conditions set forth herein, subject to compliance with the payment and timing provisions set forth in Section 4
hereof, prorated by applying the Participant’s Participation Period Factor.
If the Company determines that there has been a legal judgment and/or legal development in the jurisdiction where
the Participant resides that results in the favorable treatment on Early or Normal Retirement described in this Section being deemed
unlawful and/or discriminatory, then the Company will not apply such favorable treatment, and the Participant’s right to the PSP
Award will be treated as it would under the first sentence of this Section 3(b).
(iii)
A
nything to the contrary in this Section 3(b) notwithstanding, the Committee may, in its sole discretion,
provide for full or partial payment of the PSP Award upon termination of a Participant’s active employment for any reason prior to
the completion of a Performance Cycle to which a PSP Award relates; provided that the Committee shall not exercise such
discretion if doing so would cause other PSP Awards that are intended to qualify as Qualified Performance-Based Compensation
not to qualify.
4. Payment
.
(a) Form and Time of Payment .
(i) PSP Award Payment . Subject to the terms of the 2012 Plan and this Agreement, any PSP Award that
becomes payable in accordance with this Agreement shall be made in whole shares of Common Stock, which shall be issued in
book-entry form, registered in the Participant’s name. In the event the PSP Award Share Payout results in less than a whole
number of shares of Common Stock, the PSP Award Share Payout shall be rounded up to the next whole share of Common Stoc
(no fractional shares of Common Stock shall be issued in payment of a PSP Award). Any shares of Common Stock issued in
respect of a PSP Award Share Payout shall be issued pursuant to the terms and conditions of the 2012 Plan and shall reduce the
number of shares available for issuance thereunder.
(ii) Dividends . The PSP Award payment shall include the total amount of dividends paid on each share o
f
Common Stock having a record date during the period beginning on first day of the Performance Cycle and ending on the earlier o
the last day of the Performance Cycle or the date of payment of the Award, multiplied by the number of shares of Common Stoc
issued in respect of the PSP Award. The amount in respect of such dividends shall be paid in shares of Common Stock, rounded
down to result in a whole number of shares.
(iii) Payment Timing . Except as otherwise provided in Section 4(a)(iii)(A) or (B) or Section 21 hereof, the
PSP Award payment shall be made as soon as practicable following the date the PSP Award becomes payable in accordance with
Section 3 hereof, but in any event no later than March 15 of the taxable year following the end of the Performance Cycle.
(A) Death; Disability Termination Payments . A PSP Award that becomes payable under Section 3
(b)(i) hereof in connection with a Participant’s death or termination resulting from Disability shall be paid within 75 days following the
Participant’s death or termination of employment, as applicable, but in any event no later than March 15 of the taxable yea
r
following the year of death or termination from Disability.
(B) Retirement
. A PSP Award that becomes payable under Section 3(b)(ii) hereof in connection
with a Participant’s Early Retirement or Normal Retirement shall be paid, (1) in the event the PSP Award Share Payout is calculated
based on a specified Performance Goal Attainment Factor equal to 100% or another