Kraft 2014 Annual Report Download - page 134

specified percentage, within 75 days following the date of termination, but in any event no later than March 15 of the taxable yea
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following the year of retirement, and (2) in the event the PSP Award Share Payout is calculated based on actual attainment of the
Performance Goals, at same time that the PSP Award Share Payout is paid to all other Participants in accordance with the first
sentence of this Section 4(a)(iii).
(b) Conditions to Payment of PSP Award . Notwithstanding any other provision of this Agreement:
(i) The PSP Award shall not become payable to the Participant or his or her legal representative unless
and until the Participant or his or her legal representative shall have satisfied all applicable withholding obligations for Tax-Related
Items (as defined in Section 5 below), if any, in accordance with Section 5 hereof.
(ii) The Company shall not be required to issue or deliver any shares of Common Stock in payment of the
PSP Award prior to the fulfillment of all of the following conditions: (A) the admission of the Common Stock to listing on all stoc
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exchanges on which the Common Stock is then listed, (B) the completion of any registration or other qualification of the Common
Stock under any state or federal law or under rulings or regulations of the Commission or other governmental regulatory body,
which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Common
Stock is not so registered, a determination by the Company that the issuance of the Common Stock would be exempt from any
such registration or qualification requirements, (C) the obtaining of any approval or other clearance from any state, federal o
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foreign governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D)
the lapse of any such reasonable period of time following the date the PSP Award becomes payable as the Committee may from
time to time establish for reasons of administrative convenience, subject to compliance with Section 409A of the Code.
5. Withholding Taxes . Regardless of any action the Company or the Participant’s employer (the “ Employer ”) takes with
respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the
Participant’s participation in the 2012 Plan and legally applicable to the Participant (“ Tax-Related Items ”), the Participant
acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains his or he
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responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant
acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the PSP Award, including, but not limited to, the grant, vesting, or payment o
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this PSP Award or the subsequent sale of shares of Common Stock issued in payment of the PSP Award; and (b) do not commit to
and are under no obligation to structure the terms of the grant of the PSP Award or any aspect of the Participant’s participation in
the 2012 Plan to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. If the Participant
becomes subject to Tax-Related Items in more than one jurisdiction between the date of grant and the date of any relevant taxable
or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer,
as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, o
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payment of the PSP Award or sale of shares of Common Stock issued pursuant to the PSP Award, as the case may be, by
deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items
withholding due from a PSP Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the
Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the
Participant will be deemed to have been issued the full number of shares of Common Stock due to the Participant at vesting,
notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such Tax-Related Items
withholding.
The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the granting, vesting o
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payment of this PSP Award, the sale of shares of Common Stock issued pursuant to the PSP Award or hypothetical withholding tax
amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the
required amounts from any proceeds realized upon the open-market sale of the Common Stock received in payment of the vested
PSP Award by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to
this authorization.
Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding arising from
the granting, vesting, or payment of this PSP Award, or sale of shares issued pursuant to the PSP Award, as the case may be, by
withholding from the Participant’s wages, or other cash compensation paid to the Participant by the Company and/or the Employer.