Kraft 2014 Annual Report Download - page 149

12. Nature of Grant . In accepting the Restricted Shares, the Employee acknowledges, understands, and agrees that:
(a)
the 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, to the extent permitted by the Plan;
(b)
the award of Restricted Shares is voluntary and occasional and does not create any contractual or other righ
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to receive future Awards of, or benefits in lieu of Restricted Shares, even if Restricted Shares have been awarded in the past;
(c)
all decisions with respect to future awards, if any, will be at the sole discretion of the Committee;
(d)
the Employee’ s participation in the Plan is voluntary;
(e)
the Restricted Shares and the shares of Common Stock subject to the Restricted Shares are not intended to
replace any pension rights or compensation;
(f)
the Award of Restricted Shares and the shares of Common Stock subject to the Restricted Shares and the
income and the value of the same are not part of normal or expected compensation for purposes of calculating any severance,
resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, retirement o
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welfare benefits;
(g)
the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be
predicted with certainty;
(h)
no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Shares
resulting from the termination of the Employee’ s employment by the Company or the Employer (for any reason whatsoever,
whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the
terms of his or her employment agreement, if any), and in consideration of the Award to which the Employee is otherwise no
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entitled, the Employee irrevocably agrees never to institute any claim against the Company, any of its subsidiaries or affiliates, o
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the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its subsidiaries and affiliates,
and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competen
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urisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such clai
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and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(i)
the Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding the Employee’ s participation in the Plan or Employee’ s acquisition or sale of the underlying shares o
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Common Stock;
(j)
the Employee is hereby advised to consult with the Employee’ s own personal tax, legal and financial
advisors regarding the Employee’ s participation in the Plan before taking any action related to the Plan;
(k)
the award of Restricted Shares and the benefits evidenced by this Agreement do not create any entitlement, no
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otherwise specifically provided for in the Plan or determined by the Company in its discretion, to have the Restricted Shares 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;
(l)
if the Employee is, as of the Award Date, designated in Salary Band G or above, the Restricted Shares shall
be subject to the non-competition and non-solicitation covenants set forth in the Appendix A to this Agreement; and
(m)
the following provisions apply only if the Employee is providing services outside the United States: