Mondelez 2012 Annual Report Download - page 348

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(v) Outstanding Options or SARs that are assumed or replaced in accordance with Section 6(a)(i) may be exercised by the Participant in
accordance with the applicable terms and conditions of such Award as set forth in the applicable award agreement or elsewhere;
provided, however, that Options or SARs that become exercisable in accordance with Section 6(a)(iv) may be exercised until the
expiration of the original full term of such Option or SAR notwithstanding the other original terms and conditions of such Award.
(vi) Any Incentive Awards relating to Performance Cycles completed prior to the year in which the Change in Control occurs that have
been earned but not paid shall become immediately payable in cash upon the Change in Control. In addition, each Participant who
has been awarded an Incentive Award for any current performance cycle shall be deemed to have earned a pro rata Incentive Award
equal to the product of (A) such Participant’
s target award opportunity for such Performance Cycle, and (B) a fraction, the numerator
of which is the number of full or partial months that have elapsed since the beginning of such Performance Cycle to the date on
which the Change in Control occurs, and the denominator of which is the total number of months in such Performance Cycle, and
such amount shall become immediately payable in cash upon the Change in Control.
(vii) Except as otherwise specified in an Award Agreement, any of the foregoing Change in Control provisions that change the timing of
payment of an Award shall not be applicable to an Award subject to Section 409A of the Code. For the avoidance of doubt, the
foregoing is applicable to Awards issued before and existing on the date this amendment to the Plan is being made as well as to
Awards issued after such date.
(b)
Definition of Change in Control.
“
Change in Control
”
means the occurrence of any of the following events:
(i) Acquisition of 20% or more of the outstanding voting securities of the Company by another entity or group; excluding, however, the
following:
(A)
any acquisition by the Company or any of its Affiliates;
(B) any acquisition by an employee benefit plan or related trust sponsored or maintained by the Company or any of its Affiliates;
or
(C)
any acquisition pursuant to a merger or consolidation described in Section 6(b)(iii);
(ii) During any consecutive 24-month period, persons who constitute the Board at the beginning of such period cease to constitute at
least 50% of the Board; provided that each new Board member who is approved by a majority of the directors who began such 24
month period shall be deemed to have been a member of the Board at the beginning of such 24 month period;