Kraft 2014 Annual Report Download - page 135

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If the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Participant may elect the
form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the
Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items
withholding due from the PSP Award Share Payout, or the Committee may determine that a particular method be used to satisfy
any Tax Related Items withholding.
Shares of Common Stock deducted from the payment of this PSP Award in satisfaction of Tax-Related Items withholding
shall be valued at the Fair Market Value of the Common Stock received in payment of the vested PSP Award on the date as o
which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant unde
applicable tax laws. The Company may refuse to issue or deliver the Common Stock if the Participant fails to comply with his or he
Tax-Related Items obligations. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding amounts (in accordance with Section 13(d) of the 2012 Plan) o
other applicable withholding rates.
The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold that cannot be satisfied by the means previously described. If the Participant is covered by a
Company tax equalization policy, the Participant also agrees to pay to the Company any additional hypothetical tax obligation
calculated and paid under the terms and conditions of such tax equalization policy.
6. Nature of Grant . By participating in the 2012 Plan and in exchange for receiving the PSP Award, the Participant
acknowledges, understands and agrees that:
(a) the 2012 Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time, unless otherwise provided in the 2012 Plan;
(b) the grant of the PSP Award is voluntary and occasional and does not create any contractual or other right to
receive future grants of PSP Awards, or benefits in lieu of PSP Awards, even if PSP Awards have been granted repeatedly in the
past;
(c) all decisions with respect to future PSP Award grants, if any, will be at the sole discretion of the Board o
f
Directors of the Company or the Committee;
(d) the Participant is voluntarily participating in the 2012 Plan;
(e) the PSP Award and any shares of Common Stock subject to the PSP Award are not part of or included in any
calculation of severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards,
pension, retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in
any way to, past services for the Company, the Employer, or any Affiliate;
(f) the PSP Award grant will not be interpreted to form an employment or service contract or relationship with the
Company or any Affiliate;
(g) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(h) the PSP Award and the benefits evidenced by this Agreement do not create any entitlement, not otherwise
specifically determined by the Company in its discretion, to have the PSP Award or any such benefits transferred to, or assumed
by, another company, or to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the
Company’s Common Stock; and
(i) for Participants who reside outside the U.S., the following additional provisions shall apply:
(i) the PSP Award and the shares of Common Stock subject to the PSP Award are not intended to replace
any pension rights or compensation;
(ii) the PSP Award and the shares of Common Stock subject to the PSP Award are extraordinary items that
do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and are outside the
scope of the Participant’s employment or service contract, if any;