Mondelez 2012 Annual Report Download - page 346

Section 6. Change in Control Provisions.
10
(b)
Maximum Awards. Subject to the exercise of the Committee
’
s authority pursuant to Section 4:
(i) The total number of shares of Common Stock subject to Stock Options and SARs awarded during any calendar year to any
Participant shall not exceed 3,000,000 shares.
(ii) The total amount of any Annual Incentive Award awarded to any Participant with respect to any Performance Cycle, taking into
account the cash and the Fair Market Value of any Common Stock payable with respect to such Award, shall not exceed
$10,000,000.
(iii) The total amount of any Long-Term Incentive Award awarded to any Participant with respect to any Performance Cycle shall not
exceed 400,000 shares of Common Stock multiplied by the number of years in the Performance Cycle or, in the case of Awards
expressed in currency, $8,000,000 multiplied by the number of years in the Performance Cycle.
(iv) An amount not in excess of 1,000,000 shares of Common Stock may be issued or issuable to any Participant in a calendar year
pursuant to Restricted Stock, Restricted Stock Units, Deferred Stock Units, and Other Stock-Based Awards, except that Other Stock-
Based Awards with values based on Spread Values shall not be included in this limitation.
(c) Performance-Based Awards. Any Awards granted pursuant to the Plan may be in the form of performance-based Awards through the
application of Performance Goals and Performance Cycles.
(d) Vesting. Awards granted under the Plan shall vest at such time or times as shall be determined by the Committee; provided, however, that
no condition relating to the vesting of an Award that is based upon Performance Goals shall be based on a Performance Cycle of less than
one year, and no condition that is based upon continued employment or the passage of time alone shall provide for vesting of an Award
more rapidly than in installments over three years from the date the Award is made, except (i) upon the death, disability or retirement of
the Participant, in each case as specified in the Award agreement (ii) upon a Change in Control, as specified in Section 6 of the Plan,
(iii) for Stock Options and SARs, (iv) for any Award paid in cash, and (v) for up to 8,400,000 (equal to 5% of authorized shares) shares of
Common Stock that may be subject to Awards without any minimum vesting period.
(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control (as defined below in
Section 6(b)):