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 ”) 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 reason of Early Retirement (as defined below in
paragraph 12) occurring after December 31 of the same year as
the date of grant of the Option, Normal Retirement, death or
Disability (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. If the Optionee’s
employment with the Kraft Group is terminated by reason of Normal
Retirement, or by Early Retirement occurring after December 31
of the same year as the date of grant of the Option, 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 Early
Retirement occurring after December 31 of the same year as the
date of grant of the Option, Normal Retirement, death or
Disability, such Option Shares may be exercised on or prior to the
Expiration Date;
(b) If employment is terminated by
the Optionee (other than by Early Retirement occurring after
December 31 of the same year as the date of grant of the
Option, death, Disability or Normal Retirement), such Option Shares
may be exercised for a period of 30 days from the effective date of
termination;
(c) If, other than by death,
Disability, Normal Retirement, or Early Retirement occurring after
December 31 of the same year as the date of grant of the
Option, 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
1
(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.
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 Normal Retirement or Early 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 ”).
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 may exceed the amount actually
withheld by the Company or the Employer. The Optionee further
acknowledges 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 and
are under no obligation to structure the terms of the grant or any
aspect of the Option to reduce or eliminate Optionee’s
liability for Tax-Related Items or achieve any particular tax
result. If the Optionee becomes subject to tax in more than one
jurisdiction (including jurisdictions outside the United States)
between the date of grant and the date of any relevant taxable
event, the Optionee acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to
withhold or account for (including report) Tax-Related Items in
more than one jurisdiction.
The Optionee acknowledges and agrees
that the 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
