Kraft 2014 Annual Report Download - page 159

c.
The period during which Executive is being provided with health insurance under this Agreemen
t
shall be credited against Executive’ s period of continued coverage under the Company’ s group
medical and dental plans pursuant to the Consolidated Omnibus Budget Reconciliation Act o
f
1986, as amended, if any. If the Executive is entitled to any benefit under the current terms an
d
conditions of any employee benefit plan or arrangement of the Company that is accrued an
d
vested on the Retirement Date and that is not expressly referred to in this Agreement, such benefi
t
shall be provided to the Executive in accordance with the terms and conditions of such employee
benefit plan or arrangement. As a “Key Employee” for purposes of Code Section 409A, the non-
grandfathered portion of Executive’ s Supplemental Thrift Plan benefits are required to be delaye
d
six months following the Retirement Date. Therefore, Executive’ s Supplemental Thrift Plan
b
enefits shall be paid no earlier than September 30, 2015, with the specific date determined in
accordance with the terms of the Supplemental Thrift Plan.
d.
Executive shall receive a 2014 Management Incentive Plan (MIP) payment, payable based on
Executive’ s individual 2014 target percentage and actual business results for the 2014
p
erformance year. The MIP payment, less any required deductions, shall be paid in accordance
with Executive’ s previously elected deferrals under the MIP and the cash portion of the MIP shall
b
e paid at the same time MIP payments are paid to other MIP participants, but in any event no
later than March 15, 2015.
e.
The Executive’ s restricted stock and restricted stock units in Kraft (
f.
“RSUs”), including RSUs received as matching RSUs under the Management Stock Purchase
Plan, that remain unvested as of the Retirement Date shall vest on a prorated basis, based on the
number of full years of service completed (i.e., grants made over 2 years but less than 3 years
prior to the Retirement Date will vest two-thirds, grants made over 1 year but less than 2 years
prior to the Retirement Date will vest one-third) during the applicable restriction period and shall
b
e settled in accordance with the original vesting dates set forth in the underlying awar
d
agreements. Any RSUs that do not vest in accordance with this Paragraph 3(e) shall be
immediately forfeited by Executive and cancelled by the Company as of the Retirement Date.
g.
The Executive’ s stock options in Kraft (the “Stock Options”) that remain unvested as of the
Retirement Date shall continue to vest in accordance with the previously scheduled vesting dates
set forth in the underlying award agreements. Following the Retirement Date, the Executive may
exercise such Stock Options and outstanding stock options in Mondelçz International, Inc. (the
“Mondelez Options”) until the original expiration dates of such stock options, as set forth in the
underlying award agreements and in accordance with the Employee Matters Agreement between
Mondelçz International, Inc. and Kraft Foods Group, Inc., dated as of September 27, 2012. Stoc
k
Options and Mondelez Options that are vested as of the Retirement Date may be exercise
d
following the Retirement Date until the original expiration dates of such Stock Options an
d
Mondelez Options, as set forth in the underlying award agreements.
h.
The Executive’ s performance shares in Kraft (the “Performance Shares”) that remain unvested as
of the Retirement Date shall vest on a prorated basis, based on actual