Kraft 2014 Annual Report Download - page 138

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shall be administered, and the PSP Award is granted, only in such a manner as to conform to such laws, rules and regulations. To
the extent permitted by applicable law, the Notice, the 2012 Plan and this Agreement shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
16. Administration and Interpretation . The PSP Award, the vesting of the PSP Award and any payment of the PSP Award
are subject to, and shall be administered in accordance with, the provisions of this Agreement, as the same may be amended from
time to time. Any question or dispute regarding the administration or interpretation of the Notice, the 2012 Plan and this Agreement
shall be submitted by the Participant or by the Company to the Committee. The resolution of such question or dispute by the
Committee shall be final and binding on all persons.
17. Headings . The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed
a part of the PSP Award for construction or interpretation.
18. Notices . Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given
upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in
the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the
other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time
to time to the other part.
19. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer herein set forth, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators,
successors and assign.
20. Severability . Whenever feasible, each provision of the Notice, this Agreement, and the 2012 Plan shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision in the Notice, 2012 Plan or this Agreement is
held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition o
invalidity, without invalidating the remainder of the Notice, the 2012 Plan or this Agreement.
21. Code Section 409A . This PSP Award is intended to be exempt from or to comply with Section 409A of the Code and
shall be interpreted, operated and administered in a manner consistent with such intent. To the extent this Agreement provides fo
the PSP Award to become vested and be settled upon the Participant’s termination of employment, the applicable shares shall be
transferred to the Participant or his or her beneficiary upon the Participant’s “separation from service,” within the meaning of Section
409A of the Code; provided that if the Participant is a “specified employee,” within the meaning of Section 409A of the Code, then to
the extent the PSP Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such
shares shall be transferred to the Participant or his or her beneficiary upon the earlier to occur of (i) the six-month anniversary o
f
such separation from service and (ii) the date of the Participant’s death.
This Agreement may be amended at any time, without the consent of any party, to avoid the application of Section 409A o
f
the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the
Code, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement shall provide a
basis for any person to take action against the Company or any Affiliate based on matters covered by Section 409A of the Code,
including the tax treatment of any amount paid under the PSP Award granted hereunder, and neither the Company nor any of its
ffiliates shall under any circumstances have any liability to the Participant or his estate or any other party for any taxes, penalties
or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section
409A of the Code.
22. No Advice Regarding PSP Award . The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Participant’s acquisition or sale of any shares of Common Stock issued in payment o
f
the PSP Award. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors before
taking any action related to the PSP Award.
23. Language . If the Participant has received this Agreement or any other document related to the 2012 Plan translated
into a language other than English and if the meaning of the translated version is different than the English version, the English
version will control.