Mondelez 2012 Annual Report Download - page 361

(d) If the Optionee’s employment is involuntarily suspended or terminated for cause, no Option Shares may be exercised
during the period of suspension, or following such termination of employment.
No provision of this paragraph 3 shall permit the exercise of any Option Shares after the Expiration Date. For purposes of this Agreement,
the Optionee’s employment shall be deemed to be terminated (i) when he or she is no longer actively employed by the Mondelēz Group
(regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction
where the Optionee is employed or the terms of the Optionee’s employment agreement, if any), and (ii) when he or she is no longer actively
employed by a corporation, or a parent or subsidiary thereof, substituting a new option for this Option (or assuming this Option) in connection
with a merger, consolidation, acquisition of property or stock, separation, split-up, reorganization, liquidation or similar transaction. The
Optionee shall not be considered actively employed during any period for which he or she is receiving, or is eligible to receive, salary
continuation, notice period or garden leave payments, or other benefits under the Mondelē
z International, Inc. Severance Pay Plan, or any similar
plan maintained by the Mondelēz Group or through other such arrangements that may be entered into that give rise to separation or notice pay,
except in any case in which the Optionee is eligible for Normal Retirement or Early Retirement upon the expiration of salary continuation or
other benefits. The Board of Directors and/or the Committee shall have the exclusive discretion to determine when the Optionee is no longer
actively employed for purposes of the Option. Unless otherwise determined by the Committee, leaves of absence shall not constitute a
termination of employment for purposes of this Agreement. Notwithstanding the foregoing provisions and unless otherwise determined by the
Company, this Option may only be exercised on a day that the NASDAQ Global Select Market (the “Exchange”) is open. Accordingly, if the
Expiration Date is a day the Exchange is closed, the Expiration Date shall be the immediately preceding day on which the Exchange is open.
4. Exercise of Option and Withholding Taxes
. This Option may be exercised only in accordance with the procedures and limitations,
set forth in the Company’s Equity Awards Plan Guide , as amended from time to time (the “ Methods of Exercise ”).
The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Optionee’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 Optionee’s participation in the Plan and legally applicable to the Optionee (“Tax-Related Items”), is and remains the
Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee 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 Option, including the grant, vesting or exercise of the Option, the subsequent sale of Option Shares acquired
pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the
grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result.
Further if the Optionee 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 Optionee 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 Optionee acknowledges and agrees that the Company shall not be required to deliver the Option Shares being exercised upon
any exercise of this Option 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” 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.
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