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Exhibit
10.10
KRAFT FOODS
INC.
2005 PERFORMANCE INCENTIVE
PLAN
NON-QUALIFIED US STOCK
OPTION AWARD AGREEMENT
KRAFT FOODS INC. (the “
Company ”), a Virginia corporation, hereby grants to
the employee identified in the Award Statement (the “
Optionee ” identified in the “ Award
Statement ”) and attached hereto under the Kraft Foods
Inc. 2005 Performance Incentive Plan (the “ Plan
”) a non-qualified stock option (the “ Option
”). The Option entitles the Optionee to exercise up to the
aggregate number of shares set forth in the Award Statement (the
“ Option Shares ”) of the Company’s Common
Stock, at the Grant Price per share set forth in the Award
Statement (the “ Grant Price ”). Capitalized
terms not otherwise defined in this Non-Qualified US Stock Option
Award Agreement (the “ Agreement ”) shall have
the meaning set forth in the Plan. The Option is subject to the
following terms and conditions:
1. Vesting . Prior to
the satisfaction of the Vesting Requirements set forth in the
Schedule in the Award Statement (the “ Schedule
”), the Option Shares may not be exercised except as provided
in paragraph 2 below.
2. Vesting Upon
Termination of Employment . In the event of the termination of
the Optionee's employment with the Kraft Group (as defined below in
paragraph 12) prior to satisfaction of the Vesting Requirements
other than by death, Disability (as defined below in paragraph 12)
Retirement (as defined below in paragraph 12) or as
otherwise determined by (or pursuant to authority granted
by) the Committee administering the Plan, this Option shall not be
exercisable with respect to any of the Option Shares set forth in
the Award Statement. If death or Disability of the Optionee occurs
prior to satisfaction of the Vesting Requirements, this Option
shall become immediately exercisable for 100% of the Option Shares
set forth in the Award Statement. For purposes of this Agreement,
if Retirement of the Optionee occurs prior to the satisfaction of
the Vesting Requirements, the Option Shares shall continue
to become exercisable as set forth on the Schedule as if such
Optionee’s employment had not terminated.
3. Exercisability Upon
Termination of Employment . During the period commencing on the
first date that the Vesting Requirements are satisfied (or, such
earlier date determined in accordance with Paragraph 2) until and
including the Expiration Date set forth in the Schedule, this
Option may be exercised in whole or in part with respect to such
Option Shares, subject to the following provisions:
(a) In the event that the
Optionee’s employment is terminated by reason of death,
Disability, or Retirement, such Option Shares may be exercised on
or prior to the Expiration Date;
(b) If employment is
terminated by the Optionee (other than by Disability or
Retirement), such Option Shares may be exercised for a period of 30
days from the effective date of termination;
(c) If, other than by
Disability or Retirement, the Optionee’s employment is
terminated by the Company, a subsidiary or affiliate without cause,
such Option Shares may be exercised for a period of 12 months
following such termination; provided, however, if the Optionee
shall die within such 12-month period, such Option Shares may be
exercised for a period of 12 months from the date of death of the
Optionee; and
(d) If the Optionee’s
employment is involuntarily suspended or terminated for cause, no
Option Shares may be exercised during the period of suspension, or
following such termination of employment.
1
No provision of this
paragraph 3 shall permit the exercise of any Option Shares after
the Expiration Date. For purposes of this Agreement, the
Optionee’s employment shall be deemed to be terminated
(i) when he or she is no longer actively employed by the Kraft
Group, and (ii) when he or she is no longer actively employed
by a corporation, or a parent or subsidiary thereof, substituting a
new option for this Option (or assuming this Option) in connection
with a merger, consolidation, acquisition of property or stock,
separation, split-up, reorganization, liquidation or similar
transaction. The Optionee shall not be considered actively employed
during any period for which he or she is receiving, or is eligible
to receive, salary continuation, notice period payments, or other
benefits under the Kraft Foods Inc. Severance Pay Plan, or any
similar plan maintained by the Kraft Group or through other such
arrangements that may be entered into that give rise to separation
or notice pay, except in any case in which the Optionee is eligible
for Retirement upon the expiration of salary continuation or other
benefits. Leaves of absence shall not constitute a termination of
employment for purposes of this Agreement. Notwithstanding the
foregoing provisions and unless otherwise determined by the
Company, this Option may only be exercised on a day that the New
York Stock Exchange (the “ Exchange ”) is open.
Accordingly, if the Expiration Date is a day the Exchange is
closed, the Expiration Date shall be the immediately preceding day
on which the Exchange is open.
4. Exercise of Option and
Withholding Taxes . This Option may be exercised only in
accordance with the procedures and limitations, set forth in the
Company’s Equity Award Guide , as amended from time to
time (the “ Methods of Exercise ”), provided,
however, that the Option may not be exercised by delivery to the
Company (either actual delivery or by attestation) of previously
owned shares of Common Stock.
Regardless of any action the
Company or the Optionee’s employer (the “
Employer ”) takes with respect to any or all income
tax, social insurance, payroll tax, payment on account or other
tax-related withholding (“ Tax-Related Items ”),
the Optionee hereby acknowledges that the ultimate liability for
all Tax-Related Items legally due by the Optionee is and remains
the Optionee’s responsibility and that the Company and/or the
Employer (a) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any
aspect of the Option grant, including the grant, vesting or
exercise of the Option, the subsequent sale of Option Shares
acquired pursuant to such exercise and the receipt of any
dividends; and (b) do not commit to structure the terms of the
grant or any aspect of the Option to reduce or eliminate
Optionee’s liability for Tax-Related Items.
The Optionee acknowledges and
agrees that Company shall not be required to deliver the Option
Shares being exercised upon any exercise of this Option unless it
has received payment in a form acceptable to the Company for all
applicable Tax-Related Items, as well as amounts due the Company as
“theoretical taxes” pursuant to the then-current
international assignment and tax equalization policies and
procedures of the Kraft Group, or arrangements satisfactory to the
Company for the payment thereof have been made.
In this regard, Optionee
authorizes the Company and/or the Employer, in their sole
discretion and without any notice or further authorization by the
Optionee, to withhold all applicable Tax-Related Items legally due
by the Optionee and any theoretical taxes from Optionee’s
wages or other cash compensation paid by the Company and/or the
Employer or from proceeds of the sale of
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