Exhibit 10.9
KRAFT FOODS INC.
2005 PERFORMANCE INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
FOR KRAFT COMMON
STOCK
KRAFT FOODS INC., a Virginia
corporation, (the “ Company ”), hereby grants to
the employee (the “ Employee ”) named in the
Award Statement (the “ Award Statement ”)
attached hereto, as of the date set forth in the Award Statement
(the “ Award Date ”) pursuant to the provisions
of the Kraft Foods Inc. 2005 Performance Incentive Plan (the
“ Plan ”), a Restricted Stock Award (the “
Award ”) with respect to the number of shares (the
“ Restricted Shares ”) of the Common Stock of
the Company (“ Common Stock ”) upon and subject
to the restrictions, terms and conditions set forth below, in the
Award Statement and in the Plan. Capitalized terms not defined in
this Restricted Stock Agreement (the “ Agreement
”) shall have the meanings specified in the Plan.
1. Restrictions . Subject to
paragraph 2 below, the restrictions on the Restricted Shares shall
lapse and the Restricted Shares shall vest on the date set forth in
the Restricted Stock Award section of the Award Statement (the
“ Vesting Date ”), provided that the Employee
remains an employee of the Kraft Group (as defined below in
paragraph 13) during the entire period (the “ Restriction
Period ”) commencing on the Award Date set forth in the
Award Statement and ending on the Vesting Date.
2. Termination of Employment
During Restriction Period . In the event of the termination of
the Employee’s employment with the Kraft Group prior to the
Vesting Date other than by death, Disability, or Normal Retirement
(as defined below in paragraph 13) or unless it is otherwise
determined by (or pursuant to authority granted by) the Committee
administering the Plan (the “ Committee ”), the
Restricted Shares shall not vest and the Employee shall forfeit all
rights to the Restricted Shares. Any Restricted Shares that are
forfeited shall be transferred directly to the Company. If death,
Disability, or Normal Retirement of the Employee occurs prior to
the Vesting Date, the restrictions on the Restricted Shares shall
immediately lapse and the Restricted Shares shall become fully
vested on such date of death, Disability, or Normal
Retirement.
3. Voting and Dividend Rights
. During the Restriction Period, the Employee shall have the right
to vote the Restricted Shares and to receive any dividends and
other distributions with respect to the Restricted Shares, as paid,
less applicable withholding taxes (it being understood that such
dividends will generally be taxable as ordinary compensation income
during such Restriction Period) unless and until such Restricted
Shares are forfeited pursuant to paragraph 2 hereof.
4. Custody and Delivery of
Certificates Representing Shares . The shares of Common Stock
subject to the Award may be held by a custodian in book entry form
with the restrictions on such shares duly noted or, alternatively,
the Company may hold the certificate or certificates representing
such shares, in either case until the Award shall have vested, in
whole or in part, pursuant to paragraphs 1 and 2 hereof. As soon as
practicable after the Restricted Shares
1
shall have vested pursuant to paragraphs 1 and 2
hereof, subject to paragraph 7 hereof, the restrictions shall be
removed from those of such shares that are held in book entry form,
and the Company shall deliver to the Employee any certificate or
certificates representing those of such shares that are held by the
Company and destroy or return to the Employee the stock power or
powers relating to such shares. If such stock power or powers also
relate to unvested shares, the Company may require, as a condition
precedent to the delivery of any certificate pursuant to this
paragraph 4, the execution and delivery to the Company of one or
more irrevocable stock powers relating to such unvested
shares.
5. Transfer Restrictions .
This Award and the Restricted Shares (until they become
unrestricted pursuant to the terms hereof) are non-transferable and
may not be assigned, hypothecated or otherwise pledged and shall
not be subject to execution, attachment or similar process. Upon
any attempt to effect any such disposition, or upon the levy of any
such process, the Award shall immediately become null and void and
the Restricted Shares shall be forfeited.
6. Withholding Taxes . The
Company is authorized to satisfy the withholding taxes arising from
the granting, vesting or payment of this Award, as the case may be,
by deducting the number of Restricted Shares having an aggregate
value equal to the amount of withholding taxes due from the total
number of Restricted Shares awarded, vested, paid or otherwise
becoming subject to current taxation. Further, the Company is
authorized to satisfy the withholding taxes arising from the
granting or vesting of this Award, as the case may be, by, as agent
for the Employee, withholding the number of Restricted Shares
having an aggregate value in the amount of withholding taxes due,
and instructing the Restricted Stock Award administrator to sell
such Restricted Shares on the open market as soon as practicable,
and remitting the proceeds to the appropriate governmental
authorities, except to the extent that such a sale would violate
any Federal Securities law or other applicable law. The Company is
also authorized to satisfy the withholding taxes arising from the
granting or vesting of this Award, or hypothetical withholding tax
amounts if the Employee is covered under a Company tax equalization
policy, as the case may be, by the remittance of the required
amounts from any proceeds realized upon the open-market sale of
vested Common Stock by the Employee. Furthermore, the Company is
authorized to satisfy the withholding taxes arising from the
granting or vesting of this Award, as the case may be, through any
other method established by the Company. Restricted Shares deducted
from this Award in satisfaction of withholding tax requirements
shall be valued at the Fair Market Value of the Common Stock
received in payment of vested Restricted Shares on the date as of
which the amount giving rise to the withholding requirement first
became includible in the gross income of the Employee under
applicable tax laws. If the Employee is covered by a Company tax
equalization policy, the Employee also agrees to pay to the Company
any additional tax obligation calculated and paid in accordance
with such tax equalization policy. If the Employee becomes subject
to tax in more than one jurisdiction between the date of grant and
the date of any relevant taxable event, the Employee acknowledges
that the Company and/or the Employee’s employer (or former
employer, as applicable) may be required to withhold or account for
(including report) taxes in more than one jurisdiction. To avoid
negative accounting treatment, the Company may withhold or
a
