Mondelez 2012 Annual Report Download - page 366

Exhibit 10.9
MONDELĒZ INTERNATIONAL, INC.
LONG-TERM INCENTIVE PLAN
Restated as of October 2, 2012
The Board of Mondelēz International, Inc., a corporation organized under the laws of the Commonwealth of Virginia (the “Company”),
has established the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from time to time (the
“2005 Plan”), for the benefit of employees of the Company, its subsidiaries and Affiliates. Section 2 of the 2005 Plan authorizes the Committee
to establish sub-plans relating to the 2005 Plan as the Committee deems necessary and desirable. The Committee has determined that it is
necessary and desirable to establish a sub-plan for the purpose of advancing the interests of the Company and its shareholders by establishing a
direct relationship between the payment of bonuses to certain of the officers and other employees of the Company and the financial success of
the Company in order to enhance shareholder value. As such, the Committee hereby establishes the Mondelēz International, Inc. Long-Term
Incentive Plan, as may be amended from time to time (the “LTI Plan”), as a sub-plan to the 2005 Plan.
ARTICLE I.
DEFINITIONS
Capitalized terms not otherwise defined herein shall have the meanings as set forth in the 2005 Plan. For purposes of the LTI Plan, the
following terms shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.
Section 1.1 – Affiliate . “Affiliate” means any entity that directly or indirectly through one or more intermediaries controls or is controlled
by the Company, in each case, as determined by the Committee.
Section 1.2 – Base Salary . “Base Salary” means the annual base salary of a Participant at the rate in effect on the first date of the
Performance Cycle. For an employee who becomes an Eligible Employee under Section 1.7 after the first date of the Performance Cycle, “Base
Salary” means the annual base salary of that Participant at the rate in effect on the first date that the Participant becomes an Eligible Employee.
Section 1.3 – Covered Employee . “Covered Employee” means an Eligible Employee who is, or could be, a “covered employee”
within the
meaning of Section 162(m) of the Code.
Section 1.4 – Director . “Director” means a member of the Board.
Section 1.5 – Disability . “Disability” means permanent and total disability as determined under procedures established by the Company
for purposes of the 2005 Plan.
Section 1.6 – Early Retirement . “Early Retirement” means retirement from active employment other than Normal Retirement, as
determined by the Committee, in its sole discretion.