Kraft 2014 Annual Report Download - page 147

Download and view the complete annual report

Please find page 147 of the 2014 Kraft annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 170

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170

4.
Transfer Restrictions . This Award and the Restricted Shares are non-transferable and may not be assigned,
hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effec
any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Restricte
Shares shall be forfeited. These restrictions shall not apply, however, to any payments received pursuant to Section 7 below.
5.
Withholding Taxes . The Employee acknowledges that, regardless of any action taken by the Company or, i
f
different, the Employee’ s employer (the “ Employer ”), the ultimate liability for all income tax, social insurance, payroll tax, fringe
benefits tax, payment on account or other taxrelated items related to the Employee’ s participation in the Plan and legally
applicable to the Employee (“ Tax-Related Items ”), is and remains the Employee’ s responsibility and may exceed the amoun
t
actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employe
r
(a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the
Award, including the grant, vesting or payment of the Award, the receipt of any dividends or cash payments in lieu of dividends, o
the subsequent sale of shares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the
grant or any aspect of the Restricted Shares to reduce or eliminate the Employee’ s liability for Tax-Related Items or achieve any
particular tax result. Further if the Employee becomes subject to any Tax-Related Items in more than one jurisdiction between the
date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or the Employer (o
former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one
j
urisdiction.
The Company may refuse to issue or deliver shares of Common Stock upon vesting of the Restricted Shares if Employee
fails to comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to the
Company for all applicable Tax-Related Items, as well as amounts due to the Company as “ theoretical taxes ”, if applicable,
pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the
Kraft Foods Group, or arrangements satisfactory to the Company for the payment thereof have been made.
In this regard, the Employee authorizes the Company and/or the Employer, in their sole discretion and without any notice
or further authorization by the Employee, to withhold all applicable Tax-Related Items legally due by the Employee and any
theoretical taxes from the Employee’ s wages or other cash compensation paid by the Company and/or the Employer or fro
m
roceeds of the sale of the shares of Common Stock issued upon vesting of the Restricted Shares. Alternatively, or in addition, the
Company may (i) deduct the number of Restricted Shares having an aggregate value equal to the amount of Tax-Related Items an
d
any theoretical taxes due from the total number of Restricted Shares awarded, vested, paid or otherwise becoming subject to curren
taxation; (ii) instruct the broker whom it has selected for this purpose (on the Employee’ s behalf and at the Employee’ s direction
ursuant to this authorization) to sell any shares of Common Stock that the Employee acquires upon vesting of the Restricte
Shares to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale woul
d
violate any U.S. Federal Securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes
arising from the granting or vesting of this Award, as the case may be, through any other method established by the Company.
N
otwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the
Employee may elect the form of withholding in advance of any Tax-Related Items or any theoretical taxes withholding event and in
the absence of the Employee’ s election, the Company will withhold in Restricted Shares upon the relevant withholding event or the
Committee may determine that a particular method be used to satisfy any required withholding. If the obligation for Tax-Relate
d
Items and/or any theoretical taxes is satisfied by withholding in Restricted Shares, for tax purposes, the Employee is deemed to
have been issued the full number of shares underlying the Award, notwithstanding that a number of Restricted Shares are held bac
solely for the purpose of paying the Tax-Related Items and/or any theoretical taxes due as a result of any aspect of the Employee’ s
participation in the Plan.
To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items or theoretical
taxes by considering applicable minimum statutory withholding amounts (in accordance with Section 13(d) of the Plan) or othe
applicable withholding rates.