Mondelez 2012 Annual Report Download - page 350

Section 8. Payments and Payment Deferrals.
Payment of Awards may be in the form of cash, Common Stock, other Awards or combinations thereof as the Committee shall determine, and
with such restrictions as it may impose. The Committee, either at the time of grant or by subsequent amendment, may require or permit deferral
of the payment of Awards under such rules and procedures as it may establish; provided, however, that any Stock Options, SARs, and similar
Other Stock-Based Awards that are not otherwise subject to Section 409A of the Code but would be subject to Section 409A of the Code if a
deferral were permitted, shall not be subject to any deferral. It also may provide that deferred settlements include the payment or crediting of
interest or other earnings on the deferred amounts, or the payment or crediting of dividend equivalents where the deferred amounts are
denominated in Common Stock equivalents. Any deferral and related terms and conditions shall comply with Section 409A of the Code and any
regulations or other guidance thereunder.
Section 9. Dividends and Dividend Equivalents.
The Committee may provide that any Awards under the Plan, other than Stock Options or SARs, earn dividends or dividend equivalents. Such
dividends or dividend equivalents may be paid currently, except in the case of Other Stock-Based Awards in which any applicable Performance
Goals have not been achieved, or may be credited to a Participant’s Plan account. Any crediting of dividends or dividend equivalents may be
subject to such restrictions and conditions as the Committee may establish, including reinvestment in additional shares of Common Stock or
Common Stock equivalents.
Section 10. Transferability.
Except as provided in the applicable Award agreement or otherwise required by law, Awards shall not be transferable or assignable other than by
will or the laws of descent and distribution. In no event may any Award be transferred in exchange for consideration.
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(b) Except in connection with a corporate transaction or event described in Section 4(b) of the Plan, the terms of outstanding Awards may not
be amended to reduce the exercise price of outstanding Stock Options or the base price of outstanding SARs, or cancel outstanding Stock
Options or SARs in exchange for cash, other Awards or Stock Options or SARs with an exercise price or base price, as applicable, that is
less than the exercise price of the original Stock Option or base price of the original SAR, as applicable, without shareholder approval.
(c) Subject to Section 7(b) hereof, the Board may amend the terms of any Award theretofore granted under the Plan prospectively or
retroactively, but subject to Section 4(b) of the Plan, no such amendment shall impair the rights of any Participant without his or her
consent. The Board may, in its discretion, terminate the Plan at any time. Termination of the Plan will not affect the rights of Participants
or their successors under any Awards outstanding hereunder and not exercised in full on the date of termination.