Kraft 2014 Annual Report Download - page 146

EXHIBIT 10.21
KRAFT FOODS GROUP, INC.
2012 PERFORMANCE INCENTIVE PLAN
GLOBAL RESTRICTED STOCK UNIT AGREEMENT
KRAFT FOODS GROUP, INC., a Virginia corporation (the “ Company ”), hereby grants to the employee (the “ Employee
”) named in the Award Statement attached hereto (the “ Award Statement ”) as of the date set forth in the Award Statement (the “
Award Date ”) pursuant to the provisions of the Kraft Foods Group, Inc. 2012 Performance Incentive Plan (the “ Plan ”)
a
Restricted Stock Unit Award (the “ Award ”) with respect to the number of shares (the “ Restricted Shares ”) of the Common Stoc
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of the Company (the “ Common Stock ”) set forth in the Award Statement, upon and subject to the restrictions, terms an
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conditions set forth below (including, as applicable, the non-competition and non-solicitation covenants provided in the attache
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Appendix A hereto and the country-specific terms set forth in the attached Appendix B hereto), in the Award Statement and in the
Plan. Capitalized terms not otherwise defined in this Global Restricted Stock Unit Agreement (the “ Agreement ”) have the
meaning set forth in the Plan.
1.
Restrictions . Subject to Section 2 below, the restrictions on the Restricted Shares shall lapse and the Restricte
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Shares shall vest on the Vesting Date shown in the Award Statement (the “ Vesting Date ”),
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rovided that the Employee remains an
active employee of the Kraft Foods Group (as defined below in Section 18) during the entire period commencing on the Awar
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Date and ending on the Vesting Date.
2.
Termination of Employment Before Vesting Date . In the event of the termination of the Employee’ s employmen
t
with the Kraft Foods Group prior to the Vesting Date due to death or Disability (as defined below in Section 18) or upon the
Employee’ s Normal Retirement (as defined below in Section 18), the restrictions on the Restricted Shares shall lapse and the
Restricted Shares shall become fully vested on the date of termination due to death, Disability, or Normal Retirement.
If the Employee’ s employment with the Kraft Foods Group is terminated for any reason other than death, Disability, o
r
N
ormal Retirement prior to the Vesting Date, including any termination of employment caused directly or indirectly by the
Company or a subsidiary or affiliate (even if such termination constitutes unfair dismissal under the employment laws of the
country where the Employee resides or if the Employee’ s termination is later determined to be invalid and his or her employment is
reinstated), the Employee shall forfeit all rights to the Restricted Shares. Notwithstanding the foregoing, upon the termination of an
Employee’ s employment with the Kraft Foods Group, the Committee may, in its sole discretion, waive the restrictions on, and the
vesting requirements for, the Restricted Shares.
For purposes of this Agreement, the Employee’ s employment shall be deemed to be terminated (i) when he or she is no
longer actively employed by the Kraft Foods Group (regardless of the reason for such termination and whether or not later found to
be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’ s
employment agreement, if any), and (ii) when he or she is no longer actively employed by a corporation, or a parent or subsidiary
thereof, substituting a new right for these Restricted Shares (or assuming these Restricted Shares) in connection with a merger,
consolidation, acquisition of property or stock, separation, split-up reorganization or liquidation (the “ Termination Date ”). Unless
otherwise determined by the Committee, a leave of absence shall not constitute a termination of employment. The Committee shall
have the exclusive discretion to determine when the Employee is no longer actively employed and the Termination Date fo
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purposes of this Agreement, subject to compliance with Section 409A of the Code.
3.
Voting and Dividend Rights . The Employee does not have the right to vote the Restricted Shares or receive dividends
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rior to the date, if any, such Restricted Shares are paid to the Employee in the form of Common Stock pursuant to the terms
hereof. However, the Employee shall receive cash payments (less applicable Tax-Related Items (as defined below) withholding) in
lieu of dividends otherwise payable with respect to shares of Common Stock equal in number to the Restricted Shares that have no
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een forfeited. Such payments will be made (by regularly scheduled payroll or otherwise) as soon as practicable on or after the date
on which such dividends are paid (and in no event later than 30 days after the date on which such dividends are paid).