Mondelez 2012 Annual Report Download - page 367

Section 1.7 – Eligible Employee . “Eligible Employee” means a regular full-time salaried, exempt employee of the Company or any
Affiliate who, in the opinion of the Committee, is an employee whose performance can contribute to the successful management and financial
success of the Company or an Affiliate and who has been designated as receiving a base salary in Band F or above as of July 1 of the first year
of the applicable Performance Cycle.
Section 1.8 – GAAP . “GAAP” means United States generally accepted accounting principles.
Section 1.9 – Mondelēz International Group . “Mondelēz International Group” means Mondelēz International, Inc. and each of its
subsidiaries and Affiliates.
S ection 1.10 – LTIP Award . “LTIP Award” means an award granted to a Participant under the LTI Plan entitling the Participant to cash
or shares of Common Stock upon attainment of the Performance Goals and the satisfaction of the other terms and conditions set forth herein and
in accordance with the provisions of this LTI Plan.
Section 1.11 – LTIP Award Agreement . “LTIP Award Agreement” means the agreement, contract, or other instrument or document
evidencing the terms and conditions of an LTIP Award, including through electronic medium.
Section 1.12 – LTIP Award Cash Payout . “LTIP Award Cash Payout” means an amount equal to the product of (a) the LTIP Award
Target, multiplied by (b) the Performance Goal Attainment Factor, and, in the case of a Participant who becomes eligible to participate in the
Plan after the first day of the Performance Cycle or who terminated employment before the last day of the Performance Cycle, multiplied by
(c) the Participation Period Factor.
Section 1.13 – LTIP Award Share Payout . “LTIP Award Share Payout” means an amount equal to the (a) the LTIP Award Target, divided
by (b) the Fair Market Value of a share of Common Stock on the first business day of the Performance Cycle, rounded up to the next 10 shares
of Common Stock, and multiplied by (c) the Performance Goal Attainment Factor, and, in the case of a Participant who becomes eligible to
participate in the Plan after the first day of the Performance Cycle or who terminates employment before the last day of the Performance Cycle,
multiplied by (d) the Participation Period Factor. For purposes of calculating the LTIP Award Share Payout, if a Participant’s Base Salary is in a
currency other than U.S. dollars, his or her Base Salary shall be converted into U.S. dollars at the exchange rate in effect on the first day of the
Performance Cycle, as determined in the sole discretion of the Committee.
Section 1.14 – LTIP Award Target . “LTIP Award Target” means an amount equal to (a) the product of (i) the Participant’s Base Salary,
multiplied by (ii) the Participant’s Incentive Target, (b) a percentage of a performance incentive pool established by the Committee in
accordance with Section 2.1 hereof or (c) a combination of the formulations set forth in subsections (a) and (b).
Section 1.15 – Maximum Goal Factor . “Maximum Goal Factor”
means a percentage established by the Committee with respect to an LTIP
Award and Performance Cycle, and representing the maximum percentage that may be determined to have been attained as a Performance Goal
Attainment Factor. In the case of LTIP Awards that are intended to constitute Qualified Performance-Based Compensation, the Maximum Goal
Factor shall be established at the same time the related Performance Goals are established.
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