Mondelez 2012 Annual Report Download - page 341

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, or a subsidiary or an affiliate thereof, 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 Code.
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.
Section 4. Common Stock Subject to the Plan.
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(a) Common Stock Available. The total number of shares of Common Stock reserved and available for distribution pursuant to the Plan shall
be 168,000,000 shares, which consists of 150,000,000 shares that were approved in 2005 and 18,000,000 shares that were added as of the
May 20, 2009 Amendment and Restatement. An amount not to exceed 27,509,964 shares of Common Stock may be issued pursuant to
Restricted Stock Awards, Restricted Stock Unit Awards, Deferred Stock Unit 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; and except further, that
Restricted Stock Awards, Restricted Stock Unit Awards, Deferred Stock Unit Awards, Other Stock
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Based