|
Exhibit 10.1
KRAFT FOODS INC.
2005 PERFORMANCE INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
(January 29, 2007)
KRAFT FOODS INC. (the "Company"), a Virginia corporation, hereby
grants to the employee identified in the 2007 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 January 29, 2007, with
respect to the number of shares set forth in the 2007 Restricted
Stock Award section of the Award Statement (the "Shares") of the
Class A 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
therefore 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 on
the Vesting Date set forth in the 2007 Restricted Stock Award
section of the Award Statement (the "Vesting Date"), 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 Date.
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 or Disability, or upon the Employee reaching
eligibility for Normal Retirement, the restrictions on the Shares
shall lapse and the Shares shall become fully vested on the date of
death, Disability, or eligibility for Normal Retirement.
If the Employee’s employment with the Company (and with
all subsidiaries and affiliates of the Company) is terminated for
any reason other than death or Disability, prior to the end of the
Restriction Period, the Employee shall forfeit all rights to the
Shares. For the avoidance of doubt, an Employee’s employment
shall be considered terminated if he or she has ceased to perform
services for the Company and is receiving or is eligible or
entitled to receive severance pay, notice of termination or pay in
lieu thereof, salary continuation or other benefits under the Kraft
Foods Global, Inc. Severance Pay Plan or any similar plan
maintained by the Company, a subsidiary or an affiliate or under an
individual agreement or under local law; provided, however, that if
an Employee would have been eligible for Normal Retirement had the
Employee continued in the employ of the Company (or a subsidiary or
affiliates of the Company) until the expiration of such salary
continuation or other benefits, the Employee shall be treated as if
he or she continued in employment during such period for purposes
of this Agreement. Notwithstanding the foregoing, the Compensation
Committee of the Board of Directors of the Company (the
"Committee") may, in its sole discretion, waive the restrictions
on, and the vesting requirements for, the Shares.
4.
Voting and Dividend Rights . During the
Restriction Period, the Employee shall have the rights to vote the
Shares and to receive any cash dividends payable with respect to
the 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).
5.
Transfer Restrictions . This Award and the
Shares (until they become unrestricted pu
| 
