Mondelez 2012 Annual Report Download - page 355

5. Transfer Restrictions . This Award and the Restricted Shares (until they become unrestricted pursuant to the terms hereof) are non-
transferable and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process.
Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and
the Restricted Shares shall be forfeited.
6. Withholding Taxes . The Employee acknowledges that, regardless of any action taken by the Company or, if different, the
Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on
account or other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee (“Tax-Related
Items”), is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The
Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Award, including the grant, vesting or payment of the Award, the receipt of any
dividends or the subsequent sale of shares of Common Stock; and (b) do not commit to and are under no obligation to structure the terms of the
grant or any aspect of the Restricted Shares to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax
result. Further if the Employee becomes subject to any Tax-Related Items in more than one jurisdiction (including jurisdictions outside the
United States) between the date of grant and the date of any relevant taxable event the Employee acknowledges that the Company and/or the
Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one
jurisdiction.
The Employee acknowledges and agrees that the Company shall not be required to lift the restrictions on the Restricted Shares unless it has
received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “
theoretical taxes ”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and
procedures of the Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made.
In this regard, the Employee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further
authorization by the Employee, to withhold all applicable Tax-Related Items legally due by the Employee and any theoretical taxes from the
Employee’s wages or other cash compensation paid by the Company and/or the Employer. Alternatively, or in addition, the Company may
(i) deduct the number of Restricted Shares having an aggregate value equal to the amount of Tax-Related Items and any theoretical taxes due
from the total number of Restricted Shares awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker whom
it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) to sell the Restricted
Shares to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any
U.S. Federal Securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting
or vesting of this Award, as the case may be, through any other method established by the Company. Notwithstanding the foregoing, if the
Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Employee may elect the form of withholding in
advance of any Tax-Related Items withholding event and in the absence of the Employee’s election, the Company will withhold in Restricted
Shares upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any Tax Related Items
withholding. Restricted Shares deducted from this Award in satisfaction of withholding tax requirements shall be valued at the Fair Market
Value of the Common Stock received in payment of vested Restricted Shares on the date as of which the amount giving rise to the withholding
requirement first became includible in the gross income of the Employee under applicable tax laws.
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