Mondelez 2012 Annual Report Download - page 347

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(i) If and to the extent that outstanding Awards, other than Incentive Awards, under the Plan (A) are assumed by the successor
corporation (or affiliate thereto) or (B) are replaced with equity awards that preserve the existing value of the Awards at the time of
the Change in Control and provide for subsequent payout in accordance with a vesting schedule and Performance Goals, as
applicable, that are the same or more favorable to the Participants than the vesting schedule and Performance Goals applicable to the
Awards, then all such Awards or such substitutes thereof shall remain outstanding and be governed by their respective terms and the
provisions of the Plan subject to Section 6(a)(iv) below.
(ii) If and to the extent that outstanding Awards, other than Incentive Awards, under the Plan are not assumed or replaced in accordance
with Section 6(a)(i) above, then upon the Change in Control the following treatment (referred to as “Change-in-Control Treatment”)
shall apply to such Awards: (A) outstanding Options and SARs shall immediately vest and become exercisable; (B) the restrictions
and other conditions applicable to outstanding Restricted Shares, Restricted Stock Units and Stock Awards, including vesting
requirements, shall immediately lapse; and (C) such Awards shall be free of all restrictions and fully vested.
(iii) If and to the extent that outstanding Awards under the Plan are not assumed or replaced in accordance with Section 6(a)(i) above,
then in connection with the application of the Change-in-Control Treatment set forth in Section 6(a)(ii) above, the Board may, in its
sole discretion, provide for cancellation of such outstanding Awards at the time of the Change in Control in which case a payment of
cash, property or a combination thereof shall be made to each such Participant upon the consummation of the Change in Control that
is determined by the Board in its sole discretion and that is at least equal to the excess (if any) of the value of the consideration that
would be received in such Change in Control by the holders of the securities of Mondelēz International, Inc. relating to such Awards
over the exercise or purchase price (if any) for such Awards.
(iv) If and to the extent that (A) outstanding Awards are assumed or replaced in accordance with Section 6(a)(i) above and (B) a
Participant’s employment with, or performance of services for, the Company is terminated by the Company for any reasons other
than Cause or, by such Participant eligible to participate in the Mondelēz International, Inc. Change in Control Plan for Key
Executives, for Good Reason, in each case, within the two-year period commencing on the Change in Control, then, as of the date of
such Participant’s termination, the Change-in-Control Treatment set forth in Section 6(a)(ii) above shall apply to all assumed or
replaced Awards of such Participant then outstanding.