Mondelez 2012 Annual Report Download - page 338

2
(h) “Committee”
means the Human Resources and 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.
(i)
“
Common Stock
”
or
“
Stock
”
means the Class A Common Stock of the Company.
(j) “Company” means Mondelēz International, Inc., a corporation organized under the laws of the Commonwealth of Virginia, or any
successor thereto.
(k)
“
Deferred Stock Unit
”
means such Award as described in Section 5(a)(v).
(l)
“
Economic Value Added
”
means net after
-
tax operating profit less the cost of capital.
(m)
“
Exchange Act
”
means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
(n) “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 NASDAQ Global Select Market 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.
(o)
“
Good Reason
”
means:
(i) the assignment to the Participant of any duties substantially inconsistent with the Participant’s position, authority, duties or
responsibilities in effect immediately prior to the Change in Control, or any other action by the Company that results in a marked
diminution in the Participant
’
s position, authority, duties or responsibilities, excluding for this purpose:
a. changes in the Participant’s position, authority, duties or responsibilities which are consistent with the Participant’
s education,
experience, etc.; or
b. an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after
receipt of notice thereof given by the Participant;
(ii) any material reduction in the Participant’s base salary, annual incentive or long-term incentive opportunity as in effect immediately
prior to the Change in Control;