Mondelez 2012 Annual Report Download - page 457

(k) “Other Stock-Based Award” means an Award, other than Restricted Stock, a Stock Option or Deferred Stock, that is denominated in, valued
in whole or in part by reference to, or otherwise based on or related to, Common Stock.
(l) “Restricted Stock” means an Award of Common Stock that is subject to forfeiture in the event that the Non-Employee Director ceases to
serve as a Director of the Company prior to the end of the stated restriction period unless he ceases to serve in such capacity as a result of his
death or disability.
(m) “Plan” means this Amended and Restated 2006 Stock Compensation Plan for Non-Employee Directors, as amended from time to time.
(n) “Plan Year” means the period commencing at the opening of business on the day on which the Company’s annual meeting of stockholders is
held and ending on the day immediately preceding the day on which the Company’s next annual meeting of stockholders is held.
(o) “Prior Director Plan” shall mean the Company’s 2001 Stock Compensation Plan for Non-Employee Directors, and any subplans thereof.
(p) “Stock Option” means a right granted to a Non-Employee Director to purchase a share of Stock at a price equal to the Fair Market Value on
the date of grant. Any Stock Options granted pursuant to the Plan shall be nonqualified stock options.
Section 2. Administration.
The Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules and guidelines for
carrying out the Plan and appoint such delegates as it may deem appropriate. The Committee shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to comply with the laws, regulations, compensation practices and tax
and accounting principles of the countries in which Non-Employee Directors reside or are citizens of and to meet the objectives of the Plan.
Any determination made by the Committee in accordance with the provisions of the Plan with respect to any Award shall be made in the sole
discretion of the Committee, and all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all
persons, including the Company and Plan participants.
Section 3. Eligibility.
Only Non-Employee Directors shall be granted Awards under the Plan.
Section 4. Common Stock Subject to the Plan.
(a) Common Stock Available.
The total number of shares of Common Stock reserved and available for distribution pursuant to the Plan shall be 1,000,000. If any Stock Option
or Other Stock-Based Award is forfeited or expires without the delivery of Common Stock to a participant, the shares subject to such Award
shall again be available for distribution in connection with Awards under the Plan. If stock appreciation rights or Other Stock-Based Awards are
exercised, the full number of shares of Common Stock with respect to which the Award is measured will nonetheless be deemed distributed for
purposes of determining the maximum number of shares remaining available for delivery under the Plan. Similarly, shares of Common Stock
that are used by a participant as full or partial payment of withholding or other taxes or as payment for the exercise price of an Award shall not
be made available for future distribution in connection with Awards under the Plan.
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