Mondelez 2012 Annual Report Download - page 364

any) the Optionee’s right to exercise the Option after termination of employment, if any, will be measured by the date of termination of the
Optionee’s active employment and will not be extended by any notice periods;
(l) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying shares of Common Stock;
(m) the Optionee is hereby advised to consult with the Optionee’
s own personal tax, legal and financial advisors regarding the
Optionee’s participation in the Plan before taking any action related to the Plan;
(n) the Option is designated as not constituting an Incentive Stock Option; this Agreement shall be interpreted and treated
consistently with such designation; and
(o) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this
Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be
exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock;
11. Interpretation . The terms and provisions of the Plan (a copy of which will be furnished to the Optionee upon written request to
the Office of the Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield, Illinois 60015) are incorporated herein by
reference. To the extent any provision in this Agreement is inconsistent or in conflict with any term or provision of the Plan, the Plan shall
govern. The Committee shall have the right to resolve all questions which may arise in connection with the Award or this Agreement, including
whether an Optionee is no longer actively employed and any interpretation, determination or other action made or taken by the Committee
regarding the Plan or this Agreement shall be final, binding and conclusive.
12. Miscellaneous Definitions . For the purposes of this Agreement, the term “ Disability ” means permanent and total disability as
determined under the procedures established by the Company for purposes of the Plan and the term “ Normal Retirement ” means retirement
from active employment under a pension plan of the Mondelēz Group, or under an employment contract with any member of the Mondelēz
Group, on or after the date specified as normal retirement age in the pension plan or employment contract, if any, under which the Optionee is at
that time accruing pension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which
pension benefits under such plan or contract become payable without reduction for early commencement and without any requirement of a
particular period of prior service). For the purposes of this Agreement, “ Early Retirement ” means retirement from active employment other
than Normal Retirement, as determined by the Committee, in its sole discretion. As used herein, “ 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.
13. 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 Option Shares issuable upon exercise of the Option prior to the completion of any registration or qualification of the
Option Shares 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
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