Mondelez 2012 Annual Report Download - page 374

Section 5.3 – Determinations of the Committee or the Board . All actions taken and all interpretations and determinations made by the
Committee or the Board shall be final and binding upon all Participants, the Company and all other interested persons. No members (or former
members) of the Committee or the Board shall be personally liable for any action, inaction, determination or interpretation made in good faith
with respect to the LTI Plan or any LTIP Award, and all members of the Committee and the Board shall be fully protected by the Company in
respect of any such action, determination or interpretation.
ARTICLE VI.
OTHER PROVISIONS
Section 6.1 – Amendment, Suspension or Termination of the LTI Plan . This LTI Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, with respect to LTIP Awards
granted under the LTI Plan which the Committee determines should constitute Qualified Performance-Based Compensation, no action of the
Board or the Committee may modify the Performance Goals (or adjustments) applicable to any outstanding LTIP Award, to the extent such
modification would cause the LTIP Award to fail to constitute Qualified Performance-Based Compensation.
Section 6.2 – Effective Date . This LTI Plan shall be effective with respect to the Company’s calendar year beginning January 1, 2011.
Section 6.3 – No Fiduciary Relationship
. The Board and the officers of the Company shall have no duty to manage or operate the LTI Plan
in order to maximize the benefits granted to the Participants hereunder, but rather shall have full discretionary power to make all management
and operational decisions based on their determination of the respective best interests of the Company, its shareholders and the Participants. This
LTI Plan shall not be construed to create a fiduciary relationship between the Board or the Committee and the Participants.
Section 6.4 – Governing Law . This LTI Plan and all LTIP Awards made and actions taken hereunder shall be governed by and construed
in accordance with the laws of the Commonwealth of Virginia, excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the LTI Plan to the substantive law of another jurisdiction. Unless otherwise provided in an LTIP Award,
recipients of an LTIP Award under the LTI Plan are deemed to submit to the exclusive jurisdiction and venue of the Federal or state courts of the
Commonwealth of Virginia, to resolve any and all issues that may arise out of or relate to the LTI Plan or any related LTIP Award.
Section 6.5 – No Employment Guarantee . Nothing in this LTI Plan shall be construed as an employment contract or a guarantee of
continued employment. The rights of any Participant shall only be those as are expressly set forth in this LTI Plan.
Section 6.6 – General Creditor Status . The Participants shall, in no event, be regarded as standing in any position, if at all, other than as a
general creditor of the Company with respect to any rights derived from the existence of the LTI Plan and shall receive only the Company’s
unfunded and unsecured promise to pay benefits under the LTI Plan.