Mondelez 2012 Annual Report Download - page 371

Section 3.3 – Performance Goal Attainment Factor Modifications . In determining the amount payable to a Participant with respect to the
Participant’s LTIP Award that is intended to constitute Qualified Performance-Based Compensation, the Committee shall have the right, in its
sole discretion, to reduce the Performance Goal Attainment Factor (resulting in the reduction or elimination (including to zero), but not an
increase, in the amount otherwise payable under the LTIP Award) to take into account recommendations of the Chief Executive Officer of the
Company and/or such additional factors including qualitative factors, if any, that the Committee may deem relevant to the assessment of
individual or corporate performance for the Performance Cycle. In the case of LTIP Awards that are not intended to qualify as Qualified
Performance-Based Compensation, the Committee shall retain the right, in its sole discretion, to modify the Performance Goal Attainment
Factors (resulting in a reduction, an increase or elimination (including to zero) of, the amount otherwise payable under the under the LTIP
Award) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including
qualitative factors, if any, that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance
Cycle. Anything to the contrary in the foregoing notwithstanding, in no event shall any such reduction or elimination of the amount payable
under an LTIP Award contemplated in the foregoing sentences increase the amount payable under an LTIP Award that is intended to qualify as a
Qualified Performance-Based Compensation.
Section 3.4 – Timing of Payment . Unless otherwise determined by the Committee, each LTIP Award shall be paid as soon as practicable
after the Committee certifies in writing that the Performance Goals specified for such LTIP Award were in fact satisfied.
Section 3.5 – Employment Termination . Except as provided in Section 3.5(a) or Section 3.5(b) below, a Participant must be continuously
and actively employed through the last date of the applicable Performance Cycle in order to be eligible to receive payment of the LTIP Award. A
Participant also must be an employee in good standing of the Company or an Affiliate on the date of payment; receipt of salary continuation,
notice payments, severance pay or any similar payment shall not constitute good standing for purposes of this Plan. For Participants residing
outside the United States, and unless otherwise required by local law as determined by the Company on a country-by-country basis, in the event
of termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to be eligible to receive
payment of the LTIP Award will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by
any notice period mandated under local law ( e.g., active employment would not include a period of “garden leave” or similar period pursuant to
local law).
(a) Death; Disability . In the event of a Participant’s death or termination of the Participant’s active employment with the Company (or an
Affiliate) as a result of the Participant’s Disability, in each case, during the first year following the commencement of a Performance Cycle, the
Participant shall forfeit any rights under the LTIP Award to which the Performance Cycle relates. In the event of a Participant’s death or
termination of the Participant’s active employment with the Company (or an Affiliate) as a result of the Participant’s Disability, in each case,
after the first year following the commencement of a