Exhibit 10.23


 


THE KRAFT FOODS INC.


PERFORMANCE INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT


(January 25, 2005)


 


KRAFT
FOODS INC. (the “Company”), a Virginia corporation, hereby grants to the
employee identified in the 2005 Restricted Stock Award section of the
Award Statement (the “Employee”) under The Performance Incentive Plan (the “Plan”)
a Restricted Stock Award (the “Award”) dated January 25, 2005, (the “Award
Date”) with respect to the number of shares set forth in the 2005 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 on the Vesting
Date set forth in the 2005 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
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.  Notwithstanding the foregoing, the
Compensation and Governance 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 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 Shares
shall be forfeited.


 


6.               Withholding
Taxes.  The Company is authorized to
satisfy the actual minimum statutory withholding taxes arising from the
granting or vesting of this Award, as the cases may be, by (i) deducting the
number of shares having an aggregate value equal to the amount of withholding
taxes due from the total number of shares awarded or the number of shares
vesting or otherwise becoming subject to current taxation; or (ii) deducting
the required amounts from any proceeds realized by the Employee upon the
open-market sale of vested Shares. 
Shares deducted from this Award in satisfaction of actual minimum
withholding tax requirements shall be valued at the Fair Market Value of the
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 an Employee is
covered under a Company Tax


 





















 


Equalization Policy, the
Employee also agrees to pay to the Company any additional hypothetical tax
obligation calculated and paid in accordance with such tax equalization policy.


 


7.               Death of
Employee.  If any of the Shares shall
vest upon the death of the Employee, they shall be registered in the name of
the estate of the Employee unless the Company shall have theretofore received
in writing a beneficiary designation, in which event they shall be registered
in the name of the designated beneficiary.


 


8.               Other Terms and
Provisions.  The terms and provisions
of the Plan (a copy of which will be furnished to the Employee upon written
request to the Office of the Secretary, Kraft Foods Inc., Three Lakes Drive, Northfield,
Illinois 60093) are incorporated herein by reference.  To the extent any provision of this Award is
inconsistent or in conflict with any term or provision of the Plan, the Plan
shall govern. For purposes of this Agreement, (a) the term “Disability” means
permanent and total disability as determined under procedures established by
the Company for purposes of the Plan, and (b) the term “Normal Retirement”
means retirement from active employment under a pension plan of the Company,
any subsidiary or affiliate or under an employment contract with any of them on
or after the date specified as the normal retirement age in the pension plan or
employment contract, if any, under which the Employee is at that time accruing
pension benefits for his or her current service (or, in the absence of a
specified normal retirement age, the age at which pension benefits under such
plan or contract become payable without reduction for early commencement and
without any requirement of a particular period of prior service).  In any case in which (i) the meaning of “Normal
Retirement” is uncertain under the definition contained in the prior sentence
or (ii) a termination of employment at or after age 65 would not otherwise
constitute “Normal Retirement,” an Employee’s termination of employment shall
be treated as a “Normal Retirement” under such circumstances as the Committee,
in its sole discretion, deems equivalent to retirement.  Generally, for purposes of this Agreement,
(x) a “subsidiary” includes only any company in which the Company, directly or
indirectly, has a beneficial ownership interest of greater than 50 percent and
(y) an “affiliate” includes only any company that (A) has a beneficial
ownership interest, directly or indirectly, in the Company of greater than 50
percent or (B) is under common control with the Company through a parent
company that, directly or indirectly, has a beneficial ownership interest of
greater than 50 percent in both the Company and the affiliate.  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 the date of this Award, the Board of Directors
of the Company is authorized, to the extent it deems appropriate, to make
adjustments to the number and kind of shares of stock subject to this Award,
including the substitution of equity interests in other entities involved in
such transactions, to provide for cash payments in lieu of restricted or
unrestricted shares, and to determine whether continued employment with any
entity resulting from such a transaction will or will not be treated as
continued employment by the Company or a subsidiary or affiliate. Capitalized
terms not otherwise defined herein have the meaning set forth in the Plan.


 


IN
WITNESS WHEREOF, this Restricted Stock Agreement has been duly executed as of January 25,
2005.


 


 


	
   

  	
  KRAFT FOODS INC.

  
	
   

  	
  By: