Kraft 2014 Annual Report Download - page 148

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Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any theoretical
taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’ s participation in
the Plan that cannot be satisfied by the means previously described.
6.
Death of Employee . If any of the Restricted Shares shall vest upon the death of the Employee, any Common Stoc
k
received in payment of the vested Restricted Shares shall be registered in the name of and delivered to the estate of the Employee.
7.
Payment of Restricted Shares . Each Restricted Share granted pursuant to this Award represents an unfunded an
d
unsecured promise of the Company to issue to the Employee, on or as soon as practicable, but not later than 30 days, after the date
the Restricted Share becomes fully vested pursuant to Section 1 or 2 and otherwise subject to the terms of this Agreemen
(including, as applicable, the non-competition and non-solicitation covenants provided in the attached Appendix A hereto and the
country-specific terms set forth in the attached Appendix B hereto), the value of one share of the Common Stock. Except as
otherwise expressly provided and subject to the terms of this Agreement (including, as applicable, the non-competition and non-
solicitation covenants provided in the attached Appendix A hereto and the country-specific terms set forth in the attached Appendix
B hereto), such issuance shall be made to the Employee (or, in the event of his or her death to the Employee’ s estate or beneficiary
as provided above) only in the form of shares of Common Stock as soon as practicable following the full vesting of the Restricte
Share pursuant to Section 1 or 2.
8.
Special Payment Provisions . Notwithstanding anything in this Agreement to the contrary, if the Employee (i) is
subject to U.S. Federal income tax on any part of the payment of the Restricted Shares, (ii) is a “specified employee” within the
meaning of Section 409A(a)(2)(B) of the Internal Revenue Code (the “Code”), and (iii) will become eligible for Normal Retiremen
t
(A) for Restricted Shares with a Vesting Date between January 1 and March 15, before the calendar year preceding the Vesting
Date and (B) for Restricted Shares with a Vesting Date after March 15, before the calendar year in which such Vesting Date occurs,
then any payment of Restricted Shares under Section 7 that is on account of his separation from service within the meaning o
Section 409A(a)(2)(A)(i) of the Code shall be delayed until six months following such separation from service. In addition, if such
an Employee is not vested in his Restricted Shares, and the Employee (i) becomes eligible for Normal Retirement while employe
by a subsidiary or affiliate of the Company that would not be a “service recipient” with respect to the Award within the meaning o
f
the regulations under Section 409A of the Code or (ii) becomes eligible for Normal Retirement and subsequently transfers to
subsidiary or affiliate of the Company that would not be a “service recipient” with respect to the Award within the meaning of the
regulations under Section 409A of the Code, then the Employee’ s Restricted Shares shall be paid to the Employee at such time in
accordance with Section 7 (based on the value of shares of Common Stock at the time of payment), subject to a six-month delay
from the date treated as a separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code.
9.
Original Issue or Transfer Taxes . The Company shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in Section 5.
10.
Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan and shall be interpreted in
accordance therewith. To the extent any provision of this Agreement is inconsistent or in conflict with any term or provision of the
Plan, the Plan shall govern. The Employee hereby acknowledges receipt of a copy of the Plan.
11.
Award Confers No Rights to Continued Employment . Nothing contained in the Plan shall give any employee the
right to be retained in the employment of the Kraft Foods Group or affect the right of any such employer to terminate any
employee.