Mondelez 2012 Annual Report Download - page 372

Performance Cycle, the LTIP Award shall become payable calculated based on a Performance Goal Attainment Factor equal to 100%, pro rated
by applying the Participation Period Factor. Except as otherwise determined by the Committee, in its sole discretion, and provided in an LTIP
Award Agreement, any LTIP Award that becomes payable in connection with a Participant’s death or active employment termination resulting
from a Participant’s Disability as contemplated in this Section 3.5(a) shall be paid at the time of such employment termination, and in any event
within 90 days following the Participant’s termination of employment.
(b) Retirement . In the event a Participant’s active employment with the Company (or an Affiliate) terminates prior to the last date of the
applicable Performance Cycle as a result of the Participant’s Early or Normal Retirement, the Participant shall, as determined by the Committee
in its sole discretion, forfeit the right to any outstanding LTIP Awards or have the right to receive a pro rated portion of the LTIP Award that
becomes payable in accordance with the provisions of the Plan by applying the Participation Period Factor. Except as otherwise determined by
the Committee, in its sole discretion, and provided in an LTIP Award Agreement, any LTIP Award that becomes payable in connection with a
Participant’s Early or Normal Retirement as contemplated in this Section 3.5(b) shall be paid at the same time that all other Participants are paid
the LTIP Award in accordance with Section 3.4 hereof, and in any event within 90 days following the end of the applicable Performance Cycle.
If the Company determines that there has been a legal judgment and/or legal development in the jurisdiction where the Participant resides that
results in the favorable treatment on Early or Normal Retirement described in this section being deemed unlawful and/or discriminatory, then the
Company will not apply such favorable treatment, and the Participant’s right to the LTIP Award will be treated as it would under Section 3.5(c)
hereof.
(c) Other Employment Terminations . In the event of a termination of the Participant’s active employment with the Company (or an
Affiliate) prior to the last day of the applicable Performance Cycle for any reason not described in Section 3.5(a) or 3.5(b), including, without
limitation, the Participant’s voluntary or involuntary termination (whether with or without cause) or a termination in connection with a
divestiture of the Company, the Participant shall forfeit as of the date of the termination any rights under all outstanding LTIP Awards held by
the Participant.
Anything to the contrary in this Section 3.5 notwithstanding, the Committee may, in its sole discretion, provide for full or partial payment of the
LTIP Award upon termination of a Participant’s active employment for any reason prior to the completion of a Performance Cycle to which an
LTIP Award relates provided that the Committee shall not exercise such discretion if doing so would cause an LTIP Award that is intended to
qualify as Qualified Performance-Based Compensation not to qualify.
ARTICLE IV.
SECTION 162(M) OF THE CODE
Section 4.1 – Qualified Performance-Based Compensation . The Committee, in its discretion, may determine whether an LTIP Award is
intended to qualify as Qualified Performance-Based Compensation, and may take such actions as it may deem necessary to ensure that such
LTIP Award will so qualify. Any such LTIP Award shall be subject to any