Mondelez 2012 Annual Report Download - page 362

In this regard, the Optionee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further
authorization by the Optionee, to withhold all applicable Tax-Related Items legally due by the Optionee and any theoretical taxes from the
Optionee’s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of Option Shares.
Alternatively, or in addition, the Company may instruct the broker whom it has selected for this purpose (on the Optionee’s behalf and at the
Optionee’s direction pursuant to this authorization without further consent) to sell the Option Shares that the Optionee acquires to meet the Tax-
Related Items withholding obligation and any theoretical taxes. In addition, unless otherwise determined by the Committee, Tax-Related Items
or theoretical taxes may be paid with outstanding shares of the Company’s Common Stock, such shares to be valued at Fair Market Value on the
exercise date. Finally, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items and theoretical taxes that the
Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s exercise of
Option Shares that cannot be satisfied by the means previously described.
To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items or theoretical taxes by
considering applicable minimum statutory withholding amounts or other applicable withholding rates.
5. Cash-Out of Option . The Committee may elect to cash out all or a portion of the Option Shares to be exercised pursuant to any
Method of Exercise by paying the Optionee an amount in cash or Common Stock, or both, equal to the Fair Market Value of such shares on the
exercise date less the Grant Price for such shares.
6. Transfer Restrictions . Unless otherwise required by law, this Option is not transferable or assignable by the Optionee in any
manner other than by will or the laws of descent and distribution and is exercisable during the Optionee’s lifetime only by the Optionee. The
terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
7. 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 Board of Directors of the Company or the Committee shall make adjustments to
the terms and provisions of this Award (including, without limiting the generality of the foregoing, terms and provisions relating to the Grant
Price and the number and kind of shares subject to this Option) as it deems appropriate 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 the Option, and to determine whether continued
employment with any entity resulting from such transaction or event will or will not be treated as a continued employment with the Mondelēz
Group, in each case, subject to any Board of Director or Committee action specifically addressing any such adjustments, cash payments or
continued employment treatment.
8. Successors . Whenever the word “Optionee” is used herein under circumstances such that the provision should logically be
construed to apply to the executors, the administrators, or the person or persons to whom this Option may be transferred pursuant to this
Agreement, it shall be deemed to include such person or persons. This Agreement shall be binding upon and inure to the benefit of any successor
or successors of the Company and any person or persons who shall acquire any rights hereunder in accordance with this Agreement, the Award
Statement or the Plan.
9. Governing Law . This Agreement shall be governed by the laws of the Commonwealth of Virginia, U.S.A., without regard to
choice of laws principles thereof.
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