Mondelez 2012 Annual Report Download - page 351

Section 11. Award Agreements.
Each Award under the Plan shall be evidenced by a written agreement (which may be electronic and need not be signed by the recipient unless
otherwise specified by the Committee) that, subject to Section 5(d) of the Plan, sets forth the terms, conditions and limitations for each Award.
Such terms may include, but are not limited to, the term of the Award, vesting and forfeiture provisions, and the provisions applicable in the
event the Participant’s employment terminates. Subject to Section 7 of the Plan, the Committee may amend an Award agreement, provided that,
except as set forth in any Award agreement or as necessary to comply with applicable law or avoid adverse tax consequences to some or all
Participants, no such amendment may materially and adversely affect an Award without the Participant’s consent.
Section 12. Unfunded Status Plan.
It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided,
however, that, unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded”
status of the Plan.
Section 13. General Provisions.
All certificates for shares of Common Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Commission, any stock
exchange upon which the Common Stock is then listed, and any applicable Federal, state or foreign securities law, and the Committee may
cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
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(a) The Committee may require each person acquiring shares of Common Stock pursuant to an Award to represent to and agree with the
Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may
include any legend that the Committee deems appropriate to reflect any restrictions on transfer.
(b)
Nothing contained in the Plan shall prevent the Company, or a subsidiary or an affiliate thereof, from adopting other or additional
compensation arrangements for their respective employees.