Mondelez 2012 Annual Report Download - page 358

benefits under such plan or contract become payable without reduction for early commencement and without any requirement of a particular
period of prior service). In any case in which (i) the meaning of “Normal Retirement” is uncertain under the definition contained in the prior
sentence or (ii) a termination of employment at or after age 65 would not otherwise constitute “Normal Retirement,” an Employee’s termination
of employment shall be treated as a “Normal Retirement” under such circumstances as the Committee, in its sole discretion, deems equivalent to
retirement. “ Mondelēz Group ” means Mondelēz International, Inc. and each of its subsidiaries and affiliates. For purposes of this Agreement,
(x) a “ subsidiary ”
includes only any company in which the applicable entity, directly or indirectly, has a beneficial ownership interest of greater
than 50 percent and (y) an “ affiliate ” includes only any company that (A) has a beneficial ownership interest, directly or indirectly, in the
applicable entity of greater than 50 percent or (B) is under common control with the applicable entity through a parent company that, directly or
indirectly, has a beneficial ownership interest of greater than 50 percent in both the applicable entity and the affiliate.
14. Adjustments . In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification,
distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event
affecting the Common Stock after the date of this Award, the Committee shall make adjustments to the number and kind of shares of Common
Stock subject to this Award, including, but not limited to, the substitution of equity interests in other entities involved in such transactions, to
provide for cash payments in lieu of restricted or unrestricted shares, and to determine whether continued employment with any entity resulting
from such a transaction will or will not be treated as continued employment by the Mondelēz Group, in each case subject to any Committee
action specifically addressing any such adjustments, cash payments, or continued employment treatment.
15. Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current
or future participation in the Plan by electronic means or to request the Employee’s consent to participate in the Plan by electronic means. The
Employee hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-
line or electronic system established and maintained by the Company or a third party designated by the Company.
16. Compliance With Law . Notwithstanding any other provision of the Plan or this Agreement, unless there is an available
exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be
required to deliver any Common Stock underlying the Restricted Shares prior to the completion of any registration or qualification of the shares
of Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the Commission
or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign
governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable.
The Employee understands that the Company is under no obligation to register or qualify the shares of Common Stock with the Commission or
any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares
of Common Stock. Further, the Employee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without
the Employee’s consent to the extent necessary to comply with securities or other laws applicable to the issuance of shares of Common Stock.
17. Agreement Severable
. The provisions of this Agreement are severable and if any one or more provisions are deemed to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions shall nonetheless be binding and enforceable.
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