Mondelez 2012 Annual Report Download - page 369

Section 1.22 – Performance Goal Attainment Factor . “Performance Goal Attainment Factor” means a percentage ranging from 0% to the
Maximum Goal Factor representing the rate at which the Performance Goals have been attained as determined by the Committee.
Section 1.23 – Performance Goals . “Performance Goals” have the meaning set forth in Section 2.2 hereof.
Section 1.24 – Qualified Performance-Based Compensation . “Qualified Performance-Based Compensation” means any compensation
awarded to a Covered Employee that is intended to qualify as “qualified performance-based compensation”
as described in Section 162(m)(4)(C)
of the Code.
ARTICLE II.
LTIP AWARDS
Section 2.1 – Participants; LTIP Awards . The Committee, in its sole discretion, may grant LTIP Awards with regard to any Performance
Cycle (and with respect to multiple Performance Cycles) to one or more Eligible Employees, as the Committee selects. At the time an LTIP
Award is granted pursuant to this Section 2.1, the Committee shall specify (a) whether the LTIP Award will be an LTIP Award Cash Payout or
LTIP Award Share Payout, or a combination thereof, (b) the Maximum Goal Factor that may be attained upon the achievement of the
Performance Goals established in accordance Section 2.2 hereof, and subject to Section 2.4 hereof, and (c) a performance incentive pool amount,
if any.
Section 2.2 – Performance Goals . For each Performance Cycle in which one or more Eligible Employees is granted an LTIP Award, the
Committee shall establish in writing one or more objectively determinable Performance Goals based on Performance Criteria for such LTIP
Award. Performance Goals may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years or
related to other companies or indicies or as ratios expressing relationships between two or more Performance Goals. In addition, Performance
Goals may be based upon the attainment of specified levels of Company performance under one or more Performance Criteria relative to the
performance of other corporations.
In addition, for LTIP Awards not intended to qualify as Qualified Performance-Based Compensation, the Committee may establish
Performance Goals based on Performance Criteria as it deems appropriate in its sole discretion. For LTIP Awards that are intended to constitute
Qualified Performance-Based Compensation, to the extent the Committee elects not to determine achievement of the Performance Goal in
accordance with GAAP, or to the extent that determination of achievement in accordance with GAAP would not satisfy the requirements of
Section 162(m) of the Code, the Committee shall, within the time prescribed by Section 162(m) of the Code, define in an objective fashion the
manner of determining whether and to what extent any specified Performance Goal has been achieved for the Performance Cycle.