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EXHIBIT
10.2
THE KRAFT FOODS
INC.
2005 PERFORMANCE INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
(EXECUTIVE
SIGN-ON)
(DATE)
KRAFT FOODS INC. (the
“Company”), a Virginia corporation, hereby grants to
the employee identified in the [YEAR] Restricted Stock Award
section of the Award Statement (the “Employee”) under
The Kraft Foods Inc. 2005 Performance Incentive Plan (the
“Plan”) a Restricted Stock Award (the
“Award”) dated [DATE], with respect to the number of
shares set forth in the [YEAR] Restricted Stock Award section of
the Award Statement (the “Shares”) of the Common Stock
of the Company (the “Common Stock”), all in accordance
with and subject to the following terms and conditions:
1. Book Entry
Registration . The Shares shall be evidenced by a book entry
account maintained by the Company’s Transfer Agent for the
Common Stock. Upon the vesting of Shares, no certificates will be
issued except upon a separate written request therefor made to such
Transfer Agent or other agent as determined by the
Company.
2. Restrictions .
Subject to Section 3 below, the restrictions on the Shares
shall lapse and the Shares shall vest based on the Vesting Schedule
set forth in the [YEAR] Restricted Stock section of the Award
Statement of this document (the “Vesting Schedule”),
provided that the Employee remains an employee of the Company (or a
subsidiary or affiliate) during the entire period (the
“Restriction Period”) commencing on the Award Date set
forth in the Award Statement and ending on the Vesting
Dates.
3. Termination of
Employment During Restriction Period . In the event of the
termination of the Employee’s employment with the Company
(and with all subsidiaries and affiliates of the Company) prior to
the Vesting Date due to death, Disability, or Normal Retirement,
the restrictions on the Shares shall lapse and the Shares shall
become fully vested on the date of death, Disability, or Normal
Retirement.
If the Employee’s
employment with the Company (and with all subsidiaries and
affiliates of the Company) is involuntarily terminated for reasons
other than for cause, the Employee shall vest in the Shares in
accordance with the Vesting Schedule set forth in the Award
Statement.
If the Employee’s
employment with the Company (and with all subsidiaries and
affiliates of the Company) is terminated involuntarily for cause,
the Employee shall forfeit all rights to the Shares.
Notwithstanding the foregoing, the Compensation Committee of the
Board of Directors of the Company may, in its sole discretion,
waive the restrictions on, and the vesting requirements for, the
Shares.
For purposes of the above
paragraph, “cause” means: 1) continued failure by one
to substantially perform their job duties (other than failure
resulting from incapacity due to disability); 2) one’s gross
negligence, dishonesty, or violation of any reasonable rule or
regulation of the Company where the violation results in
significant damage to the Company; or 3) one engaging in other
conduct which
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