Kraft 2014 Annual Report Download - page 151

15. Language . If the Employee has received this Agreement or any other document related to the Plan translated into
a
language other than English and if the meaning of the translated version is different from the English version, the English version
will control.
16.
Interpretation . The Committee shall have the right to resolve all questions which may arise in connection with the
Award, including whether the Employee is no longer actively employed. Any interpretation, determination or other action made o
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taken by the Committee regarding the Plan or this Agreement shall be final, binding and conclusive. This Agreement shall be
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inding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall acquire
any rights hereunder in accordance with this Agreement, the Award Statement or the Plan.
17.
Governing Law . This Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., withou
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regard to choice of laws principles thereof. This Agreement shall be interpreted and construed in a manner that avoids the
imposition of taxes and other penalties under Section 409A of the Code, if applicable. Notwithstanding the foregoing, under no
circumstances shall any member of the Kraft Foods Group be responsible for any taxes, penalties, interest or other losses o
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expenses incurred by the Employee due to any failure to comply with Section 409A of the Code.
18. Miscellaneous . In the event of any merger, share exchange, reorganization, consolidation, recapitalization,
reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or othe
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similar transaction or event affecting the Common Stock after the date of this Award, the Committee shall make adjustments to the
number and kind of shares of Common Stock subject to this Award, including, but not limited to, the substitution of equity interests
in other entities involved in such transactions, to provide for cash payments in lieu of Restricted Shares, and to determine whethe
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continued employment with any entity resulting from such a transaction will or will not be treated as continued employment with
any member of the Kraft Foods Group, in each case subject to any Committee action specifically addressing any such adjustments,
cash payments, or continued employment treatment.
For purposes of this Agreement, (a) the term “ Disability ” means permanent and total disability as determined unde
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procedures established by the Company for purposes of the Plan, and (b) the term “ Normal Retirement ” means retirement fro
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active employment, in circumstances that constitute a “separation from service” for purposes of Section 409A of the Code, under
a
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ension plan of the Kraft Foods Group or under an employment contract with any member of the Kraft Foods Group, on or after the
date specified as the normal retirement age in the pension plan or employment contract, if any, under which the Employee is at tha
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time accruing pension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age a
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which pension benefits under such plan or contract become payable without reduction for early commencement and without any
requirement of a particular period of prior service). In any case in which (i) the meaning of “Normal Retirement” is uncertain unde
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the definition contained in the prior sentence, an Employee’ s termination shall be treated as Normal Retirement as the Committee,
in its sole discretion, deems equivalent to retirement. As used herein, “ Kraft Foods Group ” means Kraft Foods Group, Inc. an
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each of its subsidiaries and affiliates. For purposes of this Agreement, (x) a “ subsidiary ” includes only any company in which the
applicable entity, directly or indirectly, has a beneficial ownership interest of greater than 50 percent and (y) an “ affiliate ” includes
only any company that (A) has a beneficial ownership interest, directly or indirectly, in the applicable entity of greater than 50
p
ercent or (B) is under common control with the applicable entity through a parent company that, directly or indirectly, has
a
beneficial ownership interest of greater than 50 percent in both the applicable entity and the affiliate.
19.
Compliance with Law . Notwithstanding any other provision of the Plan or this Agreement, unless there is an
available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the
Company shall not be required to deliver any shares issuable upon settlement of the Restricted Shares prior to the completion o
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any registration or qualification of the shares of Common Stock under any local, state, federal or foreign securities or exchange
control law or under rulings or regulations of the Commission or of any other governmental regulatory body, or prior to obtaining
any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification o
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approval the Company shall, in its absolute discretion, deem necessary or advisable. The Employee understands that the Company
is under no obligation to register