Mondelez 2012 Annual Report Download - page 368

Section 1.16 – Normal Retirement . “Normal Retirement” means retirement from active employment under (a) a pension plan of the
Mondelēz International Group, (b) an employment contract with any member of the Mondelēz International Group, or (c) a local labor contract,
on or after the date specified as normal retirement age in the pension plan, employment contract or local contract, if any, under which the
Participant 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 such contracts become payable without reduction for early commencement and without any
requirement of a particular period of prior service).
Section 1.17 – Participant . “Participant” means any Eligible Employee selected by the Committee, in its sole discretion, who has been
granted an LTIP Award.
Section 1.18 – Participant’s Incentive Target . “Participant’s Incentive Target” means a percentage of a Participant’s Base Salary
established by the Company.
Section 1.19 – Participation Period Factor . “Participation Period Factor” means a fraction, the numerator of which is the number of
months (including partial months, rounded up to the next whole month) the Participant was actively employed with the Company (or Affiliate)
during the Performance Cycle and the denominator of which is the number of months (including partial months, rounded up to the next whole
month) in the Performance Cycle. The Committee, in its sole discretion, may adjust the Participation Period Factor.
Section 1.20 Performance Criteria . “Performance Criteria” means, with respect to the Company, a subsidiary, an Affiliate, or any business
unit thereof, any one or more or any combination of the following, net earnings or net income (before or after taxes), operating income, earnings
per share, net sales or revenue growth, adjusted net income, net operating profit or income, return measures (including, but not limited to, return
on assets, capital, invested capital, equity, sales, or revenue), cash flow (including, but not limited to, operating cash flow, free cash flow, cash
flow return on equity, and cash flow return on investment), earnings before or after taxes, interest, depreciation, and/or amortization, gross or
operating margins, productivity ratios, share price (including, but not limited to, growth measures and total shareholder return), cost control,
margins, operating efficiency, market share, customer satisfaction or employee satisfaction, working capital, management development,
succession planning, taxes, depreciation and amortization or economic value added. The Performance Criteria applicable to any Performance
Cycle shall be selected by the Committee, in its sole discretion, at the beginning of the applicable Performance Cycle.
Section 1.21 – Performance Cycle . “Performance Cycle” means a three-year period commencing on the first day of the first calendar year
of the three-year period, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a
Participant’s right to, and payment of, an LTIP Award. A Performance Cycle may overlap with any other Performance Cycles under LTI Plan.
The first Performance Cycle under the LTI Plan shall commence on January 1, 2011 and end on December 31, 2013. Alternatively, the
Committee may establish a Performance Cycle having a duration that is different than the three-year period set forth above. In the case of an
LTIP Award that is not intended to constitute Qualified Performance-Based Compensation, the Committee, in its sole discretion, may adjust the
duration of the Performance Cycle at any time before the term of the originally established Performance Cycle has expired.