Kraft 2014 Annual Report Download - page 160

p
erformance through the end of the applicable performance cycle and the number of full years o
f
service completed during the applicable performance cycle (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). Any Performance Shares that vest in
accordance with this Paragraph 3(g) based on actual performance shall be settled in accordance
with the original award agreements (but in any event no later than the March 15 th immediately
following the end of the performance cycle). Any Performance Shares that do not vest in
accordance with this Paragraph 3(g) shall be immediately forfeited by Executive and cancelled by
the Company.
4.
The Executive agrees to return all company property in his possession, including documents,
manuals, handbooks, notes, keys and any other articles he has used in the course of his employment, no later than
Retirement Date; provided, however, that Executive may retain only such company property relating to his
service as a director through the date of Kraft’ s 2015 Annual Meeting of Shareholders.
5. As consideration for Kraft’ s payment to the Executive of the Separation Benefits set forth in
Paragraph 3, the Executive agrees that he will not engage in Prohibited Conduct from the date of this Agreemen
t
through March 31, 2017 (the “Restriction Termination Date”). Prohibited Conduct will be: (1) working for o
r
p
roviding services to, directly or indirectly (whether as an employee, consultant, officer, director, partner, join
t
venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in
any other manner), any person or entity that competes with Kraft in the consumer packaged food and beverage
industry (or of an entity that has a controlling equity interest or management control of any such company)
(“Competitive Business”) anywhere within North America, without the written consent of the Chairman of the
Board of Directors of Kraft, such consent to be provided by Kraft in its sole and absolute discretion except tha
t
such consent shall not unreasonably be withheld; or (2) soliciting, directly or indirectly, any
i.
Executive shall not be entitled to a MIP payment or any equity awards with respect to the 2015
performance year.
j.
Kraft will provide reasonable executive outplacement services to the Executive by a firm selecte
d
by Executive and paid for by Kraft.
k.
Kraft will continue for two years to provide the Executive with a financial counseling allowance
consistent with the allowance that has been provided to the Executive in the period immediately
prior to the date of this Agreement.
l.
N
o later than March 15, 2015, the Company shall reimburse the Executive for his reasonable legal
costs incurred in connection with reviewing this Agreement up to a maximum of $20,000,
provided that such fees are properly documented and such documentation is submitted to
Kraft.
m.
n.
Kraft acknowledges that neither the death nor disability of the Executive after the date hereof will
reduce or eliminate its obligations to Executive hereunder.
o.
The Executive agrees that the Company may deduct all required tax withholdings in accordance
with the Company’ s administrative procedures as in effect from time to time.