Mondelez 2012 Annual Report Download - page 373

additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) and any Treasury
Regulations or rulings issued thereunder that are requirements for qualifications as Qualified Performance-Based Compensation, and the LTI
Plan shall be deemed amended to the extent necessary to conform to such requirements.
Section 4.2 – Performance Goals .
(a) The Committee may, in its discretion, establish the specific Performance Goal or Goals under Section 2.2 hereof that must be achieved
in order for a Participant to become eligible to receive an LTIP Award Cash Payout or LTIP Award Share Payout (including any specific
adjustments to be made under Section 2.3 hereof). The Performance Goals (including any adjustments resulting in an increase to the amount
payable under the LTIP Award) shall be established in writing by the Committee; provided, however, that the achievement of such Performance
Goals shall be substantially uncertain at the time such Performance Goals are established in writing.
(b) With respect to any LTIP Award that is intended to constitute Qualified Performance-
Based Compensation, the applicable Performance
Goals described in Section 2.2 hereof (including any adjustments to be made under Section 2.3 hereof) shall be established in writing no later
than the 90 day following the commencement of the Performance Cycle to which the Performance Goals relate; provided, however, that in no
event shall the Performance Goals be established after 25% of the Performance Cycle has elapsed.
ARTICLE V.
ADMINISTRATION
Section 5.1 – Committee . For LTIP Awards that are intended to qualify as Qualified Performance-Based Compensation, the Committee
shall consist solely of two or more Directors appointed by and holding office at the pleasure of the Board, each of whom constitutes an “outside
director” within the meaning of Section 162(m)(4)(C) of the Code and the Treasury Regulations thereunder. In the case of LTIP Awards that are
not intended to constitute Qualified Performance-Based Compensation, the Committee may consist of two or more Directors appointed by and
holding office at the pleasure of the Board; provided, that, to the extent permitted by applicable law, the Committee may also consist of one or
more officers of the Company in the case of LTIP Awards not intended to constitute Qualified Performance-Based Compensation granted to
Eligible Employees who are not (i) subject to Section 16 of the Exchange Act of 1934, as amended, or (ii) officers of the Company who have
been appointed to serve on the Committee as contemplated hereunder.
Section 5.2 – Duties and Powers of Committee
. It shall be the duty of the Committee to conduct the general administration of the LTI Plan
in accordance with its provisions. The Committee shall have the power to interpret the LTI Plan, and to adopt such rules for the administration,
interpretation and application of the LTI Plan as are consistent therewith and to interpret, amend or revoke any such rules. In its absolute
discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the LTI Plan except
with respect to matters which under Section 162(m) of the Code are required to be determined in the sole and absolute discretion of the
Committee.
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