Mondelez 2012 Annual Report Download - page 342

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Awards, and Incentive Awards granted prior to May 20, 2009 shall not be included in this limitation. Except as otherwise provided herein,
any Award made under the Prior Plan before the expiration of such Prior Plan shall continue to be subject to the terms and conditions of
such Prior Plan and the applicable Award agreement. Any adjustments, substitutions, or other actions that may be made or taken in
accordance with Section 4(b) below in connection with the corporate transactions or events described therein shall, to the extent applied to
outstanding Awards made under the Prior Plan, be deemed made from shares reserved for issuance under such Prior Plan, rather than this
Plan, pursuant to the authority of the Board under the Prior Plan to make adjustments and substitutions in such circumstances to the
aggregate number and kind of shares reserved for issuance under the Prior Plan and to Awards granted under the Prior Plan. To the extent
any Award under this Plan is exercised or cashed out or terminates or expires or is forfeited without a payment being made to the
Participant in the form of Common Stock, the shares subject to such Award that were not so paid, if any, shall again be available for
distribution in connection with Awards under the Plan; provided, however, that any shares which are available again for Awards under the
Plan also shall count against the limit described in Section 5(b)(i). If a SAR or similar Award based on Spread Value with respect to shares
of Common Stock is exercised, the full number of shares of Common Stock with respect to which the Award is measured will nonetheless
be deemed distributed for purposes of determining the maximum number of shares remaining available for delivery under the Plan.
Similarly, 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 or conversion price of an Award under the Plan will be deemed distributed for purposes of determining the maximum
number of shares remaining available for delivery under the Plan.
(b)
Adjustments for Certain Corporate Transactions
(i) 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 in any case after adoption of the Plan by the Board, the Committee shall make such adjustments or
substitutions with respect to the Plan and the Prior 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 reserved for
issuance under the Plan, (B) to the Award limits set forth in Section 5, (C) to the Performance Goals or Performance Cycles of any
outstanding Performance-Based Awards, and (D) to the number and kind of securities subject to outstanding Awards and, if
applicable, the grant or exercise price or Spread Value of outstanding Awards. In addition, the Committee may make an Award in
substitution for incentive awards, stock awards, stock options or similar awards held by an individual who is, previously