Mondelez 2012 Annual Report Download - page 456

Exhibit 10.14
MONDELĒZ INTERNATIONAL, INC.
AMENDED AND RESTATED 2006 STOCK COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Amended and Restated Effective as of October 1, 2012)
Section 1. Purpose; Definitions.
The purposes of the Plan are (i) to assist the Company in promoting a greater identity of interest between the Company’s Non-Employee
Directors and the Company’s stockholders; and (ii) to assist the Company in attracting and retaining Non-Employee Directors by affording them
an opportunity to share in the future successes of the Company.
For purposes of the Plan, the following terms are defined as set forth below:
(a) “Award” means the grant under the Plan (or, to the extent relevant, under any Prior Director Plan) of Common Stock, Restricted Stock,
Deferred Stock, Stock Options, or Other Stock-Based Awards.
(b) “Board” means the Board of Directors of the Company.
(c) “Committee” means the Human Resources and Compensation Committee of the Board or a subcommittee thereof, any successor thereto or
such other committee or subcommittee as may be designated by the Board to administer the Plan.
(d) “Common Stock” or “Stock” means Class A Common Stock of the Company.
(e) “Company” means Mondelēz International, Inc., a corporation organized under the laws of the Commonwealth of Virginia, or any successor
thereto.
(f) “Deferred Stock” means an unfunded obligation of the Company, represented by an entry on the books and records of the Company, to issue
one share of Common Stock on the date of distribution.
(g) “Deferred Stock Account” means the unfunded deferred compensation account established by the Company with respect to each participant
who elects to participate in the Deferred Stock Program in accordance with Section 7 of the Plan.
(h) “Deferred Stock Program” means the provisions of Section 7 of the Plan that permit participants to defer all or part of any Award of Stock
pursuant to Section 5(a) of the Plan.
(i) “Fair Market Value” means, as of any given date, the average between the highest and lowest reported sales prices of the Common Stock on
the NASDAQ Global Select Market or, if no such sale of Common Stock is reported on such date, the fair market value of the Stock as
determined by the Committee in good faith; provided, however, that the Committee may in its discretion designate (i) the Last Sale Price of the
Common Stock on the NASDAQ Global Select Market on a given date as Fair Market Value as of such date for any purpose under the Plan
and/or (ii) the actual sales price as Fair Market Value in the case of dispositions of Common Stock under the Plan. In the case of Stock Options
or similar Other Stock-Based Awards, for purposes of Section 5(a), Fair Market Value means, as of any given date, the Black-Scholes or similar
value determined based on the assumptions used for purposes of the Company’s most recent financial reporting.
(j) “Non-Employee Director” means each member of the Board who is not a full-time employee of the Company or of any corporation or other
entity in which the Company owns, directly or indirectly, stock or similar interests possessing at least 50% of the total combined voting power of
all classes of stock or similar interests entitled to vote in the election of directors in such corporation or other entity.