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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
1
in part, pursuant to paragraphs 1 and 2
hereof. As soon as practicable after the Restricted Shares 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 actual minimum statutory
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. The Company is authorized to satisfy the actual minimum
statutory 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
actual 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
actual minimum statutory 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 actual minimum 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 po
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