Mondelez 2012 Annual Report Download - page 340

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(w) “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: net earnings or net income (before or after taxes), operating income, earnings per share, net sales or revenue
growth, adjusted net income, net operating profit or income, return measures (including, but not limited to, return on assets, capital,
invested capital, equity, sales, or revenue), cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on
equity, and cash flow return on investment), earnings before or after taxes, interest, depreciation, and/or amortization, gross or operating
margins, productivity ratios, share price (including, but not limited to, growth measures and total shareholder return), cost control, margins,
operating efficiency, market share, customer satisfaction or employee satisfaction, working capital, management development, succession
planning, taxes, depreciation and amortization or Economic Value Added.
(x) “Plan” means this Mondelēz International, Inc. 2005 Performance Incentive Plan, as amended as of May 20, 2009 and restated as of
October 2, 2012, as further amended from time to time.
(y)
“
Prior Plan
”
means the Mondel
ē
z International, Inc. 2001 Performance Incentive Plan.
(z)
“
Restricted Period
”
means the period during which an Award may not be sold, assigned, transferred, pledged or otherwise encumbered.
(aa)
“
Restricted Stock
”
means an Award of shares of Common Stock pursuant to Section 5(a)(iv).
(bb)
“
Restricted Stock Unit
”
means such Award as described in Section 5(a)(v).
(cc) “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.
(dd)
“
Stock Appreciation Right
”
or
“
SAR
”
means a right granted pursuant to Section 5(a)(ii).
(ee)
“
Stock Option
”
means an Incentive Stock Option or a Nonqualified Stock Option granted pursuant to Section 5(a)(i).