Mondelez 2012 Annual Report Download - page 345

9
(ii) Stock Appreciation Rights. A SAR represents the right to receive a cash payment, shares of Common Stock, or both (as determined
by the Committee), with a value equal to the Spread Value on the date the SAR is exercised. The grant price of a SAR shall be set
forth in the applicable Award agreement and shall not be less than 100% of the Fair Market Value on the date of grant. Subject to the
terms of the applicable Award agreement, a SAR shall be exercisable, in whole or in part, by giving written notice of exercise, but no
SAR shall be exercisable more than ten years after the grant date.
(iii) Other Stock-Based Awards. Other Stock-Based Awards are Awards, other than Stock Options, SARs, Restricted Stock, Restricted
Stock Units, or Deferred Stock Units, that are denominated in, valued in whole or in part by reference to, or otherwise based on or
related to, Common Stock. The grant, purchase, exercise, exchange or conversion of Other Stock-Based Awards granted under this
subsection (iii) shall be on such terms and conditions and by such methods as shall be specified by the Committee. Where the value
of an Other Stock-Based Award is based on the Spread Value, the grant price for such an Award will not be less than 100% of the
Fair Market Value on the date of grant.
(iv) Restricted Stock. Shares of Restricted Stock are shares of Common Stock that are awarded to a Participant and that during the
Restricted Period may be forfeitable to the Company upon such conditions as may be set forth in the applicable Award agreement.
Except as provided in the applicable Award agreement, Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered during the Restricted Period. Except as provided in the applicable Award agreement, a Participant shall have with
respect to such Restricted Stock all the rights of a holder of Common Stock during the Restricted Period.
(v) Restricted Stock Units and Deferred Stock Units. Restricted Stock Units and Deferred Stock Units represent the right to receive
shares of Common Stock, cash, or both (as determined by the Committee) upon satisfaction of such conditions as may be set forth in
the applicable Award agreement. Except as provided in the applicable Award agreement, Restricted Stock Units and Deferred Stock
Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted Period. Except as provided in
the applicable Award agreement, a Participant shall have with respect to such Restricted Stock Units and Deferred Stock Units none
of the rights of a holder of Common Stock unless and until shares of Common Stock are actually delivered in satisfaction of the
restrictions and other conditions of such Restricted Stock Units or Deferred Stock Units.
(vi) Incentive Awards. Incentive Awards are performance-based Awards that are expressed in U.S. currency or Common Stock or any
combination thereof. Incentive Awards shall either be Annual Incentive Awards or Long
-
Term Incentive Awards.