Kraft Foods Inc. 2006 Stock Compensation Plan for Non-Employee Directors



 Exhibit 10.3 
 KRAFT FOODS INC. 
 2006 STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 
 (Amended May 13, 2008) 
 Section 1.
Purpose; Definitions. 
 The purposes of the Plan are (i) to assist the Company in promoting a greater identity of interest between the
Company’s Non-Employee Directors and the Company’s stockholders; and (ii) to assist the Company in attracting and retaining Non-Employee Directors by affording them an opportunity to share in the future successes of the Company.

 For purposes of the Plan, the following terms are defined as set forth below: 
 (a) “Award” means the grant under the Plan (or, to the extent relevant, under any Prior Director Plan) of Common Stock, Restricted Stock, Deferred Stock, Stock Options, or Other Stock-Based Awards.

 (b) “Board” means the Board of Directors of the Company. 
 (c) “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. 
 (d) “Common Stock” or “Stock” means Class A Common Stock of the Company. 
 (e) “Company” means Kraft Foods Inc., a corporation organized under the laws of the Commonwealth of Virginia, or any successor thereto. 

(f) “Deferred Stock” means an unfunded obligation of the Company, represented by an entry on the books and records of the Company, to issue one share
of Common Stock on the date of distribution. 
 (g) “Deferred Stock Account” means the unfunded deferred compensation account established by
the Company with respect to each participant who elects to participate in the Deferred Stock Program in accordance with Section 7 of the Plan. 
 (h) “Deferred Stock Program” means the provisions of Section 7 of the Plan that permit participants to defer all or part of any Award of Stock pursuant to Section 5(a) of the Plan. 
 (i) “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. In the case of Stock Options or similar Other Stock-Based Awards, Fair Market Value means, as of any given date, the Black-Scholes or
similar value determined based on the assumptions used for purposes of the Company’s most recent financial reporting. 
 (j) “Non-Employee
Director” means each member of the Board who is not a full-time employee of the Company or of any corporation or other entity in which the Company owns, directly or indirectly, stock or similar interests possessing at least 50% of the total
combined voting power of all classes of stock or similar interests entitled to vote in the election of directors in such corporation or other entity. 
  

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 (k) “Other Stock-Based Award” means an Award, other than Restricted Stock, a Stock Option or Deferred
Stock, that is denominated in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock. 
 (l) “Restricted
Stock” means an Award of Common Stock that is subject to forfeiture in the event that the Non-Employee Director ceases to serve as a Director of the Company prior to the end of the stated restriction period. 
 (m) “Plan” means this 2006 Stock Compensation Plan for Non-Employee Directors, as amended from time to time. 
 (n) “Plan Year” means the period commencing at the opening of business on the day on which the Company’s annual meeting of stockholders is held and
ending on the day immediately preceding the day on which the Company’s next annual meeting of stockholders is held. 
 (o) “Prior Director
Plan” shall mean the Company’s 2001 Stock Compensation Plan for Non-Employee Directors, and any subplans thereof. 
 (p) “Stock
Option” means a right granted to a Non-Employee Director to purchase a share of Stock at a price equal to the Fair Market Value on the date of grant. Any Stock Options granted pursuant to the Plan shall be nonqualified stock options.

 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 and appoint such delegates 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 Non-Employee Directors reside or are citizens of
and to meet the objectives of the Plan. 
 Any determination made by the Committee in accordance with the provisions of the Plan with respect to any Award
shall be made in the sole discretion of the Committee, and all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants. 
 Section 3. Eligibility. 
 Only Non-Employee Directors shall 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 500,000. If any Stock Option or Other Stock-Based Award is forfeited or expires without the delivery of
Common Stock to a participant, the shares subject to such Award shall again be available for distribution in connection with Awards under the Plan. 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 price of an Award shall not be made available for future 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 Committee is authorized to make such adjustments or substitutions with respect to the Plan and any Prior Director Plan and to Awards granted
thereunder as it deems appropriate to reflect the occurrence of such event, including, but not limited to, adjustments (A) to the aggregate number and kind of securities 

  

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reserved for issuance under the Plan, (B) to the Award amounts set forth in Section 5(a), and (C) to the number and kind of securities subject
to outstanding Awards and, if applicable, to the grant or exercise price of outstanding Awards. In connection with any such event, the Committee is also authorized to provide for the payment of any outstanding Awards in cash, including, but not
limited to, payment of cash in lieu of any fractional Awards. 
 Section 5. Awards. 
 (a) Annual Awards. 
 On the first day of the Plan Year beginning in 2006, each Non-Employee Director serving as such
immediately after the annual meeting held on such day shall be awarded a grant of that number of shares of Restricted Stock or Deferred Stock having an aggregate Fair Market Value on the date of grant equal to $115,000 (with any fractional share
being rounded up to the next whole share). On the first day of each succeeding Plan Year, each Non-Employee Director serving as such immediately after the annual meeting held on such day shall receive an Award having a Fair Market Value equal to
$115,000 or such greater amount as the Committee determines in its discretion. Such Award shall be made in the form of Common Stock, Restricted Stock, Deferred Stock, Stock Options, Other Stock-Based Awards, or a combination of the foregoing as the
Committee determines in its discretion. 
 (b) Terms of Awards. 
 (i) Awards of Common Stock, Restricted Stock or Deferred Stock pursuant to Section 5(a) are eligible for participation in the Deferred Stock Program described in Section 7. 
 (ii) The term of each Stock Option or similar Other Stock-Based Award shall be ten years. Each Stock Option or similar Other Stock-Based Award
shall vest in not less than six months (or such longer period set forth in the Award agreement) and shall be forfeited if the participant does not continue to be a Non-Employee Director for the duration of the vesting period. Subject to the
applicable Award agreement, Stock Options or similar Other Stock-Based Awards 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 accompanied by payment in
full of the purchase price by certified or bank check or such other instrument as the Company may accept (including, to the extent the Committee determines such a procedure to be acceptable, 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
Non-Employee Director valued at Fair Market Value; provided, however, that such Common Stock shall not have been acquired by the optionee within the six months following the exercise of a Stock Option or similar Other Stock-Based Award, within six
months after the lapse of any restrictions on an Other Stock-Based Award or Restricted Stock, or within six months after the receipt of Common Stock from the Company, whether in settlement of any Award or otherwise. 
 Section 6. Award Agreements. 
 Each Award of Restricted Stock,
Deferred Stock, a Stock Option or Other Stock-Based Award under the Plan shall be evidenced by a written agreement (which need not be signed by the Award recipient unless otherwise specified by the Committee) that sets forth the terms, conditions
and limitations for each such Award. 
 Section 7. Payments and Payment Deferrals. 
 (a) 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 stock equivalents. 
  

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 (b) Each participant may elect to participate in a Deferred Stock Program with respect to Awards of Common Stock,
Restricted Stock or Deferred Stock granted under Section 5(a). Any election to have the Company establish a Deferred Stock Account shall be made in terms of integral multiples of 25% of the number of shares of Common Stock, Restricted Stock or
Deferred Stock that the participant otherwise would have been granted on each date of grant and any such election (including an existing election to participate in the Deferred Stock Program under the Prior Director Plan) shall remain in effect for
purposes of the Plan until the participant executes a new election not to participate in the Deferred Stock Program for any future grants of Common Stock, Restricted Stock or Deferred Stock. 
 (c) The Deferred Stock Account of a participant who elects to participate in the Deferred Stock Program shall be credited with shares of Deferred Stock equal to
the number of shares of Common Stock or Restricted Stock that the participant elected to receive as Deferred Stock, or in the case of Deferred Stock, equal to the number of shares subject to the Deferred Stock. The Deferred Stock Account shall
thereafter be credited with amounts equal to the cash dividends that would have been paid had the participant held a number of shares of Common Stock equal to the number of shares of Deferred Stock in the participant’s Deferred Stock Account,
and any such amounts shall be treated as invested in additional shares of Deferred Stock. Effective at the conclusion of the 2006 Annual Meeting of Shareholders, any amounts held in a participant’s Deferred Stock Account pursuant to deferrals
under the Prior Director Plan shall be treated as invested in the number of shares of Deferred Stock determined by dividing the value of the participant’s Deferred Stock Account on such date by the Fair Market Value of one share of Common Stock
on such date. Deferred Stock relating to a Restricted Stock Award shall be subject to the same vesting provisions applicable to the Restricted Stock. 
 (d) The Deferred Stock Program shall be administered under such rules and procedures as the Committee may from time to time establish, including rules with respect to elections to defer, beneficiary designations and distributions
under the Deferred Stock Program. Notwithstanding anything in this Plan to the contrary, all elections to defer, distributions, and other aspects of the Deferred Stock Program shall be made in accordance with and shall comply with section 409A
of the Internal Revenue Code of 1986, as amended, and any regulations and other guidance thereunder. 
 Section 8. Plan Amendment and
Termination. 
 The Board may amend or terminate the Plan at any time without stockholder approval, including, but not limited to, any amendments
necessary to comply with section 409A of the Internal Revenue Code of 1986, as amended, and any regulations and other guidance thereunder; provided, however, that no amendment shall be made without stockholder 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 or a similar Other Stock-Based Award to less than the Fair Market Value on the date of grant (except as contemplated by
Section 4); 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, without stockholder approval, cancel any Stock Option or similar Other Stock-Based Award and substitute therefor a new Stock Option or Other Stock-Based
Award with a lower exercise price. Except as set forth in any Award agreement or as necessary to comply with applicable law or avoid adverse tax consequences to some or all Award recipients, no amendment or termination of the Plan may materially and
adversely affect any outstanding Award under the Plan without the Award recipient’s consent. 
 Section 9. Transferability. 
 Unless otherwise required by law, Awards shall not be transferable or assignable other than by will or the laws of descent and distribution. 
  

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 Section 10. 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 11. 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 Securities and Exchange
Commission (or any successor agency), 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 from adopting other or additional
compensation arrangements for Non-Employee Directors. 
 (c) Nothing in the Plan or in any Award agreement shall confer upon any grantee the right to
continued service as a member of the Board. 
 (d) No later than the date as of which an amount first becomes includable 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 that 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 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, 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 Stock. 
 (e) The terms of this Plan shall be binding upon and shall inure to the benefit of any successor
to Kraft Foods Inc. and any permitted successors or assigns of a grantee. 
 (f) 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 Virginia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law
of another jurisdiction. Unless otherwise provided in an Award, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Virginia, to resolve any and all issues that may
arise out of or relate to the Plan or any related Award. 
  

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 (g) 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 included. 
 (h) If
approved by stockholders, the Plan shall be effective at the conclusion of the 2006 Annual Meeting of Shareholders. Except as otherwise provided by the Board, no Awards shall be made after the Awards made immediately following the 2011 Annual
Meeting of Shareholders, provided that any Awards granted prior to that date may extend beyond it. 
  

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