Mondelez 2012 Annual Report Download - page 352

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(c)
Neither the adoption of the Plan nor the granting of Awards under the Plan shall confer upon any employee any right to continued
employment nor shall they interfere in any way with the right of the Company, or a subsidiary or an affiliate thereof, to terminate the
employment of any employee at any time.
(d)
No later than the date as of which an amount first becomes includible in the gross income of the Participant for income tax purposes with
respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, any Federal, state, local or foreign taxes of any kind which are required by law or applicable regulation to be
withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations arising from an Award may
be settled with Common Stock, including Common Stock that is part of, or is received upon exercise or conversion of, the Award that
gives rise to the withholding requirement. In no event shall the Fair Market Value of the shares of Common Stock to be withheld and
delivered pursuant to this Section 13(d) to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount
of taxes required to be withheld. The obligations of the Company under the Plan shall be conditional on such payment or arrangements,
and the Company, its subsidiaries and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant. The Committee may establish such procedures as it deems appropriate, including the making of
irrevocable elections, for the settling of withholding obligations with Common Stock.
(e) The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in an Award, recipients of an Award
under the Plan are deemed to submit to the exclusive jurisdiction and venue of the Federal or state courts of the Commonwealth of
Virginia, to resolve any and all issues that may arise out of or relate to the Plan or any related Award.
(f) All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all
or substantially all of the business and/or assets of the Company.
(g) The Plan and all Awards made hereunder shall be interpreted, construed and operated to reflect the intent of the Company that all aspects
of the Plan and the Awards shall be interpreted either to be exempt from the provisions of Section 409A of the Code or, to the extent
subject to Section 409A of the Code, comply with Section 409A of the Code and any regulations and other guidance thereunder. This Plan
may be amended at any time, without the consent of any