KRAFT FOODS INC.
2001 PERFORMANCE INCENTIVE PLAN
Section 1. Purpose; Definitions.
The purpose of the Plan is to support the Company's ongoing efforts to develop
and retain world-class leaders and to provide the Company with the ability to
provide incentives more directly linked to the profitability of the Company's
businesses and increases in shareholder value.
For purposes of the Plan, the following terms are defined as set forth below:
a. "Annual Incentive Award" means an Incentive Award made pursuant to
Section 5(a)(v) with a Performance Cycle of one year or less.
b. "Awards" mean grants under the Plan of Incentive Awards, Stock
Options, Stock Appreciation Rights, Restricted Stock or Other Stock-
c. "Board" means the Board of Directors of the Company.
d. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.
e. "Commission" means the Securities and Exchange Commission or any
f. "Committee" means the Compensation Committee of the Board or a
subcommittee thereof, any successor thereto or such other committee or
subcommittee as may be designated by the Board to administer the Plan.
g. "Common Stock" or "Stock" means the Class A Common Stock of the
h. "Company" means Kraft Foods Inc., a corporation organized under the
laws of the Commonwealth of Virginia, or any successor thereto.
i. "Economic Value Added" means net after-tax operating profit less the
cost of capital.
j. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
k. "Exercise Period" means the 60-day period from and after a Change in
l. "Fair Market Value" means, as of any given date, the mean between
the highest and lowest reported sales prices of the Common Stock on the New
York Stock Exchange-
Composite Transactions or, if no such sale of Common Stock is reported on
such date, the fair market value of the Stock as determined by the Committee
in good faith; provided, however, that the Committee may in its discretion
designate the actual sales price as Fair Market Value in the case of
dispositions of Common Stock under the Plan.
m. "Incentive Award" means any Award that is either an Annual Incentive
Award or a Long-Term Incentive Award.
n. "Incentive Stock Option" means any Stock Option that complies with
Section 422 (or any amended or successor provision) of the Code.
o. "Long-Term Incentive Award" means an Incentive Award made pursuant
to Section 5(a)(v) with a Performance Cycle of more than one year.
p. "Nonqualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
q. "Other Stock-Based Award" means an Award made pursuant to Section
r. "Performance Cycle" means the period selected by the Committee
during which the performance of the Company or any subsidiary, affiliate or
unit thereof or any individual is measured for the purpose of determining the
extent to which an Award subject to Performance Goals has been earned.
s. "Performance Goals" mean the objectives for the Company or any
subsidiary or affiliate or any unit thereof or any individual that may be
established by the Committee for a Performance Cycle with respect to any
performance-based Awards contingently awarded under the Plan. Performance
Goals may be provided in absolute terms, or in relation to the Company's peer
group. The Company's peer group will be determined by the Committee, in its
sole discretion. The Performance Goals for Awards that are intended to
constitute "performance-based" compensation within the meaning of Section
162(m) (or any amended or successor provision) of the Code shall be based on
one or more of the following criteria: earnings per share, total shareholder
return, return on equity, return on capital, net income, cash flow, operating
income or Economic Value Added.
t. "Plan" means this Kraft Foods Inc. 2001 Performance Incentive Plan,
as amended from time to time.
u. "Restricted Period" means the period during which an Award may not
be sold, assigned, transferred, pledged or otherwise encumbered.
v. "Restricted Stock" means an Award of shares of Common Stock pursuant
to Section 5(a)(iv).
w. "Spread Value" means, with respect to a share of Common Stock
subject to an Award, an amount equal to the excess of the Fair Market Value,
on the date such value is determined, over the Award's exercise or grant
price, if any.
x. "Stock Appreciation Right" or "SAR" means a right granted pursuant
to Section 5(a)(ii).
y. "Stock Option" means an Incentive Stock Option or a Nonqualified
Stock Option granted pursuant to Section 5(a)(i).
In addition, the terms "Business Combination," "Change in Control," "Change in
Control Price," "Incumbent Board," "Outstanding Company Stock," "Outstanding
Company Voting Securities" and "Person" have the meanings set forth in Section
Section 2. Administration.
The Plan shall be administered by the Committee, which shall have the power to
interpret the Plan and to adopt such rules and guidelines for carrying out the
Plan as it may deem appropriate. The Committee shall have the authority to adopt
such modifications, procedures and subplans as may be necessary or desirable to
comply with the laws, regulations, compensation practices and tax and accounting
principles of the countries in which the Company, a subsidiary or an affiliate
may operate to assure the viability of the benefits of Awards made to
individuals employed in such countries and to meet the objectives of the Plan.
Subject to the terms of the Plan, the Committee shall have the authority to
determine those employees eligible to receive Awards and the amount, type and
terms of each Award and to establish and administer any Performance Goals
applicable to such Awards. The Committee may delegate its authority and power
under the Plan to one or more officers of the Company, subject to guidelines
prescribed by the Committee, but only with respect to participants who are not
subject to either Section 16 (or any amended or successor provision) of the
Exchange Act or Section 162(m) (or any amended or successor provision) of the
Any determination made by the Committee or by one or more officers pursuant to
delegated authority in accordance with the provisions of the Plan with respect
to any Award shall be made in the sole discretion of the Committee or such
delegate, and all decisions made by the Committee or any appropriately
designated officer pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company and Plan participants.
Section 3. Eligibility.
Salaried employees of the Company, its subsidiaries and affiliates who are
responsible for or contribute to the management, growth and profitability of the
business of the Company, its subsidiaries or its affiliates, are eligible to be
granted Awards under the Plan; provided that employees of Philip Morris
Companies Inc. and its subsidiaries other than the Company and the Company's
subsidiaries are not eligible to be granted Awards under the Plan.
Section 4. Common Stock Subject to the Plan.
The total number of shares of Common Stock reserved and available for
distribution pursuant to the Plan shall be 75,000,000 shares. If any Award under
the Plan is exercised or cashed out or terminates or expires or is forfeited
without a payment being made to the participant in the form of Common Stock, the
shares subject to such Award, if any, shall again be available for distribution
in connection with Awards under the Plan; provided, however, that any shares
which are available again for Awards under the Plan also shall count against the
limit described in Section 5(b)(i). Any shares of Common Stock that are used by
a participant as full or partial payment of withholding or other taxes or as
payment for the exercise or conversion price of an Award under the Plan shall be
available for distribution in connection with Awards under the Plan.
In the event of any merger, share exchange, reorganization, consolidation,
recapitalization, reclassification, distribution, stock dividend, stock split,
reverse stock split, split-up, spin-off, issuance of rights or warrants or other
similar transaction or event affecting the Common Stock after adoption of the
Plan by the Board, the Board is authorized, to the extent it deems appropriate,
to make substitutions or adjustments in the aggregate number and kind of shares
of Common Stock reserved for issuance under the Plan, in the number, kind and
price of shares of Common Stock subject to outstanding Awards and in the Award
limits set forth in Section 5 (or to make provision for cash payments to the
holders of Awards).
The Committee may make an Award in substitution for incentive awards, stock
awards, stock options or similar awards held by an individual who becomes an
employee of the Company, a subsidiary or an affiliate in connection with a
transaction described in the second paragraph of this Section 4. Notwithstanding
any provision of the Plan (other than the limitation set forth in the first
paragraph of this Section 4), the terms of such substituted Awards shall be as
the Committee, in its discretion, determines is appropriate.
Section 5. Awards.
(a) General. The types of Awards that may be granted under the Plan are set
forth below. Awards may be granted singly, in combination or in tandem with
(i) Stock Options. A Stock Option represents the right to purchase a
share of Stock at a predetermined grant price. Stock Options granted
under the Plan may be in the form of Incentive Stock Options or
Nonqualified Stock Options, as specified in the Award agreement but no
Stock Option designated as an Incentive Stock Option shall be invalid in
the event that it fails to qualify as an Incentive Stock Option. The term
of each Stock Option shall be set forth in the Award agreement, but no
Stock Option shall be exercisable more than ten years after the grant
date. The grant price per share of Common Stock purchasable under a Stock
Option shall not be less than 100% of the Fair Market Value on the date
of grant. Subject to the applicable Award agreement, Stock Options may be
exercised, in whole or in part, by giving written notice of exercise
specifying the number of shares to be purchased. Such notice shall be
payment in full of the purchase price by certified or bank check or
such other instrument as the Company may accept (including a copy of
instructions to a broker or bank acceptable to the Company to deliver
promptly to the Company an amount of sale or loan proceeds sufficient
to pay the purchase price). As determined by the Committee, payment in
full or in part may also be made in the form of Common Stock already
owned by the optionee valued at Fair Market Value on the day preceding
the date of exercise; provided, however, that such Common Stock shall
not have been acquired by the optionee within the preceding six months.
(ii) Stock Appreciation Rights. An SAR represents the right to
receive a payment, in cash, shares of Common Stock, or both (as
determined by the Committee), with a value equal to the Spread Value on
the date the SAR is exercised. The grant price of an SAR shall be set
forth in the applicable Award agreement and shall not be less than 100%
of the Fair Market Value on the date of grant. Subject to the terms of
the applicable Award agreement, an SAR shall be exercisable, in whole
or in part, by giving written notice of exercise.
(iii) Other Stock-Based Awards. Other Stock-Based Awards are Awards,
other than Stock Options, SARs or Restricted Stock, that are
denominated in, valued in whole or in part by reference to, or
otherwise based on or related to, Common Stock. The grant, purchase,
exercise, exchange or conversion of Other Stock-Based Awards granted
under this subsection (iii) shall be on such terms and conditions and
by such methods as shall be specified by the Committee. Where the value
of an Other Stock-Based Award is based on the Spread Value, the grant
price for such an Award will not be less than 100% of the Fair Market
Value on the date of grant.
(iv) Restricted Stock. Shares of Restricted Stock are shares of
Common Stock that are awarded to a participant and that during the
Restricted Period may be forfeitable to the Company upon such
conditions as may be set forth in the applicable Award agreement.
Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Restricted Period. Except as provided
in the applicable Award agreement, a participant shall have with
respect to such Restricted Stock all the rights of a holder of Common
Stock during the Restricted Period.
(v) Incentive Awards. Incentive Awards are performance-based Awards
that are expressed in U.S. currency or Common Stock or any combination
thereof. Incentive Awards shall either be Annual Incentive Awards or
Long-Term Incentive Awards.
(b) Maximum Awards. Subject to the exercise of the Board's authority
pursuant to Section 4:
(i) The total number of shares of Common Stock subject to Stock
Options and Stock Appreciation Rights awarded during any calendar year
to any participant shall not exceed 7,500,000 shares.
(ii) The total amount of any Annual Incentive Award awarded to any
participant with respect to any Performance Cycle shall not exceed
(iii) The total amount of any Long-Term Incentive Award awarded to any
Participant with respect to any Performance Cycle shall not exceed
150,000 shares of Common Stock multiplied by the number of years in the
Performance Cycle or, in the case of awards expressed in currency,
$4,500,000 multiplied by the number of years in the Performance Cycle.
(iv) An amount not in excess of 18,800,000 shares of Common Stock may
be issued pursuant to Restricted Stock Awards, Other Stock-Based
Awards, and Incentive Awards, except that Other Stock-Based Awards with
values based on Spread Values shall not be included in this limitation.
(c) Performance-Based Awards. Any Awards granted pursuant to the Plan may
be in the form of performance-based Awards through the application of
Performance Goals and Performance Cycles.
Section 6. Change in Control Provisions.
(a) Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control:
(i) All Stock Options and Stock Appreciation Rights outstanding as
of the date such Change in Control occurs shall become fully vested and
(ii) The restrictions and other conditions applicable to any
Restricted Stock or Other Stock-Based Awards, including vesting
requirements, shall lapse, and such Awards shall become free of all
restrictions and fully vested.
(iii) The value of all outstanding Stock Options, Stock Appreciation
Rights, Restricted Stock and Other Stock-Based Awards shall, unless
otherwise determined by the Committee at or after grant, be cashed out
on the basis of the "Change in Control Price," as defined in Section
6(c), as of the date such Change in Control occurs or such other date
as the Committee may determine prior to the Change in Control.
(iv) Any Incentive Awards relating to Performance Cycles prior to the
Performance Cycle in which the Change in Control occurs that have been
earned but not paid shall become immediately payable in cash. In
addition, each participant who has been awarded an Incentive Award
shall be deemed to have earned a pro rata Incentive Award equal to the
product of (A) such participant's maximum award opportunity for such
Performance Cycle, and (B) a fraction, the numerator of which is the
number of full or partial months that have elapsed since the beginning
of such Performance Cycle to the date on which the Change in Control
occurs, and the denominator of which is the total number of months in
such Performance Cycle.
(b) Definition of Change in Control. A "Change in Control" means the
happening of any of the following events:
(i) Approval by the shareholders of the Company of a reorganization,
merger, share exchange or consolidation (a "Business Combination"),
unless in each case following such Business Combination, (A) all or
substantially all of the individuals and entities who were the
beneficial owners of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities") immediately prior to such
Business Combination beneficially own (within the meaning of Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, more than
50% of, respectively, the outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the
corporation resulting from such Business Combination (including,
without limitation, a corporation that as a result of such transaction
owns the Company through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Voting Securities, (B) no
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act (a "Person") (excluding Philip Morris
Companies Inc., any employee benefit plan (or related trust) sponsored
or maintained by the Company, Philip Morris Companies Inc. or such
corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities of such corporation except to the
extent that such Person owned 20% or more of the Outstanding Company
Voting Securities prior to the Business Combination and (C) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(ii) Approval by the shareholders of the Company of (A) a complete
liquidation or dissolution of the Company or (B) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation with respect to which, following such sale
or other disposition, (1) more than 50% of, respectively, the
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners of the Outstanding Company
Voting Securities immediately prior to such sale or other disposition
in substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company
Voting Securities, as the case may be, (2) less than 20% of,
respectively, the outstanding shares of common stock and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by any Person
(excluding Philip Morris Companies Inc., any employee benefit plan (or
related trust) sponsored or
maintained by the Company, Philip Morris
Companies Inc. or such corporation), except to the extent that such
Person owned 20% or more of the Outstanding Company Voting Securities
prior to the sale or disposition and (3) at least a majority of the
members of the board of directors of such corporation were members of
the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such sale or
other disposition of assets of the Company; or
(iii) The sale or other disposition for fair value of securities of
the Company by Philip Morris Companies Inc. if, after such sale or
other disposition for value Philip Morris Companies Inc. holds less
than 50% of the combined voting power of the Outstanding Company Voting
(iv) If Philip Morris Companies Inc. holds less than 50% of the
combined voting power of the Outstanding Company Voting Securities by
virtue of a transaction that does not constitute a Change in Control
within the meaning of paragraph (iii) above, the acquisition by any
Person of beneficial ownership of 20% or more of the Outstanding
Company Voting Securities; provided, however, that the following
acquisitions shall not constitute a Change in Control: (1) any
acquisition by such Person directly from the Company, (2) any
acquisition by the Company, (3) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company, Philip
Morris Companies Inc. or any entity controlled by the Company or (4)
any acquisition by any corporation pursuant to a transaction described
in clauses (A), (B) and (C) of paragraph (i) of this Section 6(b); or
(v) If Philip Morris Companies Inc. holds less than 50% of the
combined voting power of the Outstanding Company Voting Securities by
virtue of a transaction that does not constitute a Change in Control
within the meaning of paragraph (iii) above, the individuals who
constitute the Incumbent Board cease for any reason to constitute at
least a majority of the Board.
(c) Change in Control Price. "Change in Control Price" means the highest
price per share paid in any transaction reported on the New York Stock Exchange-
Composite Transactions or paid or offered in any bona fide transaction related
to a potential or actual change in control of the Company at any time during the
preceding 60-day period as determined by the Committee, except that, in the case
of Incentive Stock Options, such price shall be based only on transactions
reported for the date on which such Incentive Stock Options are cashed out.
(d) Incumbent Board. "Incumbent Board" means the members of the Board as of
the effective date of the Plan. Notwithstanding the preceding sentence, any
individual who becomes a member of the Board after such effective date whose
election, or nomination for election by the shareholders of the Company, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such member were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to
the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board.
(e) Notwithstanding any other provision of the Plan, upon a Change in
Control, unless the Committee shall determine otherwise at grant, an Award
recipient shall have the right, by giving notice to the Company within the
Exercise Period, to elect to surrender all or part of the Stock Option, SAR,
Restricted Stock or Other Stock-Based Award to the Company and to receive in
cash, within 30 days of such notice, an amount equal to the amount by which the
"Change in Control Price" on the date of such notice shall exceed the exercise
or grant price under such Award, multiplied by the number of shares of Stock as
to which the right granted under this Section 6 shall have been exercised.
Section 7. Plan Amendment and Termination.
The Board may amend or terminate the Plan at any time, provided that no such
amendment shall be made without shareholder approval if such approval is
required under applicable law, or if such amendment would: (i) decrease the
grant or exercise price of any Stock Option, SAR or Other Stock-Based Award to
less than the Fair Market Value on the date of grant; or (ii) increase the total
number of shares of Common Stock that may be distributed under the Plan. Except
as may be necessary to comply with a change in the laws, regulations or
accounting principles of a foreign country applicable to participants subject to
the laws of such foreign country, the Committee may not cancel any option and
substitute therefor a new option with a lower option price. Except as set forth
in any Award agreement, no amendment or termination of the Plan may materially
and adversely affect any outstanding Award under the Plan without the Award
Section 8. Payments and Payment Deferrals.
Payment of Awards may be in the form of cash, Stock, other Awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee, either at the time of grant or by
subsequent amendment, may require or permit deferral of the payment of Awards
under such rules and procedures as it may establish. It also may provide that
deferred settlements include the payment or crediting of interest or other
earnings on the deferred amounts, or the payment or crediting of dividend
equivalents where the deferred amounts are denominated in Common Stock
Section 9. Dividends and Dividend Equivalents.
The Committee may provide that any Awards under the Plan earn dividends or
dividend equivalents. Such dividends or dividend equivalents may be paid
currently or may be credited to a participant's Plan account. Any crediting of
dividends or dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in additional
shares of Common Stock or Common Stock equivalents.
Section 10. Transferability.
Unless otherwise required by law, Awards shall not be transferable or assignable
other than by will or the laws of descent and distribution.
Section 11. Award Agreements.
Each Award under the Plan shall be evidenced by a written agreement (which need
not be signed by the recipient unless otherwise specified by the Committee) that
sets forth the terms, conditions and limitations for each Award. Such terms may
include, but are not limited to, the term of the Award, vesting and forfeiture
provisions, and the provisions applicable in the event the recipient's
employment terminates. The Committee may amend an Award agreement, provided that
no such amendment may materially and adversely affect an Award without the Award
Section 12. Unfunded Status Plan.
It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided, however, that, unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
Section 13. General Provisions.
(a) The Committee may require each person acquiring shares of Common Stock
pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to the distribution thereof.
The certificates for such shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer.
All certificates for shares of Common Stock or other securities delivered under
the Plan shall be subject to such stock transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other
requirements of the Commission, any stock exchange upon which the Common Stock
is then listed, and any applicable Federal, state or foreign securities law, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
(b) Nothing contained in the Plan shall prevent the Company, a subsidiary or
an affiliate from adopting other or additional compensation arrangements for
their respective employees.
(c) Neither the adoption of the Plan nor the granting of Awards under the
Plan shall confer upon any employee any right to continued employment nor shall
they interfere in any way with the right of the Company, a subsidiary or an
affiliate to terminate the employment of any employee at any time.
(d) No later than the date as of which an amount first becomes includible in
the gross income of the participant for income tax purposes with respect to any
Award under the Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind which are required by law or
applicable regulation to be withheld with respect to such amount. Unless
otherwise determined by the Committee, withholding obligations arising from an
Award may be settled with
Common Stock, including Common Stock that is part of, or is received upon
exercise or conversion of, the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company, its subsidiaries and its
affiliates shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the participant. The Committee may
establish such procedures as it deems appropriate, including the making of
irrevocable elections, for the settling of withholding obligations with Common
(e) The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the Commonwealth of
(f) If any provision of the Plan is held invalid or unenforceable, the
invalidity or unenforceability shall not affect the remaining parts of the Plan,
and the Plan shall be enforced and construed as if such provision had not been
(g) The Plan shall be effective upon approval by Philip Morris Companies
Inc. in its capacity as the Company's sole shareholder. Except as otherwise
provided by the Board, no Awards shall be made after June 11, 2006, provided
that any awards granted prior to that date may extend beyond it.