Mondelez 2012 Annual Report Download - page 375

Section 6.7 – Nonalienation of Benefits . Except as expressly provided herein, no Participant or his beneficiaries shall have the power or
right to transfer, anticipate, or otherwise encumber the Participant’s interest under the LTI Plan. The provisions of the LTI Plan shall inure to the
benefit of each Participant and his beneficiaries, heirs, executors, administrators or successors in interest.
Section 6.8 – Severability . If any provision of this LTI Plan is held invalid or unenforceable, the invalidity or unenforceability shall not
affect the remaining parts of the LTI Plan, and the LTI Plan shall be enforced and construed as if such provision had not been included.
Section 6.9 – Code Section 409A . Anything in this LTI Plan to the contrary notwithstanding, no payment of an LTIP Award that
constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of a Participant’s termination of
employment with the Company shall be made to the Participant unless the Participant’s termination of employment constitutes a “separation
from service” (within the meaning of Section 409A of the Code and any the regulations or other guidance thereunder). In addition, no such
payment or distribution shall be made to the Participant prior to the earlier of (a) the expiration of the six-month period measured from the date
of the Participant’s separation from service or (b) the date of the Participant’s death, if the Participant is deemed at the time of such separation
from service to be a “specified employee” (within the meaning of Section 409A of the Code and any the regulations or other guidance
thereunder) and to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A
of the Code and any the regulations or other guidance thereunder. All payments which had been delayed pursuant to the immediately preceding
sentence shall be paid to the Participant in a lump sum upon expiration of such six-month period (or, if earlier, upon the Participant’
s death). The
LTI Plan and all LTIP Awards made hereunder shall be interpreted, construed and operated to reflect the intent of the Company that all aspects
of the LTI Plan and the LTIP Awards shall be interpreted either to be exempt from the provisions of Section 409A of the Code or, to the extent
subject to Section 409A of the Code, comply with Section 409A of the Code and any regulations and other guidance thereunder. This LTI Plan
may be amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance
or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any
obligation to make any such amendment. Nothing in the LTI Plan shall provide a basis for any person to take action against the Company or any
affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid or LTIP Award made under the
LTI Plan, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any participant or his estate or any
other party for any taxes, penalties or interest due on amounts paid or payable under the LTI Plan, including taxes, penalties or interest imposed
under Section 409A of the Code.
Section 6.10 – Tax Withholding . The Company shall have the authority and the right to deduct or withhold, report or require a Participant
to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including any social insurance, payroll tax, or
payment on account) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with an
LTIP Award.