Mondelez 2012 Annual Report Download - page 370

The Performance Goals applicable to LTIP Awards granted in connection with a given Performance Cycle shall be set forth in the LTIP
Award Agreement applicable to such Performance Cycle.
Section 2.3 – Adjustments to Performance Goals . For each LTIP Award that is intended to constitute Qualified Performance-Based
Compensation, the Committee, in its sole discretion, may, at the time of grant, specify in the LTIP Award Agreement that one or more
objectively determinable adjustments shall be made to one or more of the Performance Goals established under Section 2.2 hereof. For example
(without limiting the adjustments to any of the following), the Committee may specify, in its sole discretion, at the time of grant, the manner of
adjustment of any Performance Goal to the extent necessary to prevent dilution or enlargement of any award as a result of extraordinary events
or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in
applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization,
depreciation, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation,
spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporate transaction but only to the extent such
adjustments would be permitted under Section 162(m) of the Code. For LTIP Awards not intended to constitute Qualified Performance-Based
Compensation, the Committee may make such adjustments to one or more of the Performance Goals as the Committee in its sole discretion
deems appropriate.
Section 2.4 – 162(m) Award Limit . The maximum aggregate number of shares of Common Stock that may be awarded under an LTIP
Award Share Payout that is intended to constitute Qualified Performance-Based Compensation granted to any one Participant shall not exceed a
number of shares of Common Stock specified in Section 5(b)(iii) of the 2005 Plan. The maximum dollar amount that may be awarded under an
LTIP Award Cash Payout that is intended to constitute Qualified Performance-Based Compensation granted to any one Participant shall not
exceed a dollar amount specified in Section 5(b)(iii) of the 2005 Plan.
ARTICLE III.
PAYMENT OF LTIP AWARDS
Section 3.1 – Form of Payment . Each Participant’s LTIP Award shall be paid as an LTIP Award Cash Payout or an LTIP Award Share
Payout, or a combination thereof, as determined in accordance with Section 2.1 above. Any LTIP Award that is paid, in whole or in part, in the
form of an LTIP Award Share Payout, and that results in less than a whole number of shares of Common Stock shall be rounded up to the next
whole share of Common Stock (no fractional shares of Common Stock shall be issued in payment of an LTIP Award). Any shares of Common
Stock issued in respect of an LTIP Award Share Payout shall be issued pursuant to the terms and conditions of the 2005 Plan and shall reduce
the number of shares available for issuance thereunder.
Section 3.2 – Certification; Performance Goal Attainment Factor Determination . Following the completion of each Performance Cycle
and, subject to Section 3.4, prior to the distribution of any payment of an LTIP Award intended to constitute Qualified Performance-Based
Compensation, the Committee shall certify in writing whether the applicable Performance Goals were achieved for the Performance Cycle to
which the LTIP Award relates and shall determine the Performance Goal Attainment Factor with respect to such LTIP Award.