Mondelez 2012 Annual Report Download - page 458

(b) Adjustments for Certain Corporate Transactions.
In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock
split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after
adoption of the Plan by the Board, the Committee shall make such adjustments or substitutions with respect to the Plan and any Prior Director
Plan and to Awards granted thereunder as it deems appropriate to reflect the occurrence of such event, including, but not limited to, adjustments
(A) to the aggregate number and kind of securities reserved for issuance under the Plan, (B) to the Award amounts set forth in Section 5(a), and
(C) to the number and kind of securities subject to outstanding Awards and, if applicable, to the grant or exercise price of outstanding Awards. In
connection with any such event, the Committee is also authorized to provide for the payment of any outstanding Awards in cash, including, but
not limited to, payment of cash in lieu of any fractional Awards, provided that any such payment shall comply with the requirements of Internal
Revenue Code section 409A.
(c) Change in Control Provisions.
(i) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control (as defined below
in 4(c)(ii)):
(A) If and to the extent that outstanding Awards under the Plan (1) are assumed by the successor corporation (or affiliate thereto) or
(2) are replaced with equity awards that preserve the existing value of the Awards at the time of the Change in Control and provide for
subsequent payout in accordance with a vesting schedule that are the same or more favorable to the Non-Employee Directors than the vesting
schedule applicable to the Awards, then all such Awards or such substitutes thereof shall remain outstanding and be governed by their respective
terms and the provisions of the Plan subject to Section 4(c)(i)(D) below.
(B) If and to the extent that outstanding Awards under the Plan are not assumed or replaced in accordance with Section 4(c)(i)(A)
above, then upon the Change in Control the following treatment (referred to as “Change in Control Treatment”) shall apply to such Awards: all
outstanding Awards shall immediately vest in full and, with respect to Stock Options or similar Other Stock-
Based Awards, become immediately
exercisable in full.
(C) If and to the extent that outstanding Awards under the Plan are not assumed or replaced in accordance with Section 4(c)(i)(A)
above, then in connection with the application of the Change in Control Treatment set forth in Section 4(c)(i)(B) above, the Board may, in its
sole discretion, provide for cancellation of such outstanding Awards at the time of the Change in Control in which case a payment of cash,
property or a combination thereof shall be made to each such Non-Employee Director upon the consummation of the Change in Control that is
determined by the Board in its sole discretion and that is at least equal to the excess (if any) of the value of the consideration that would be
received in such Change in Control by the holders of the securities of the Company relating to such Awards over the exercise or purchase price
(if any) for such Awards.
(D) If and to the extent that (1) outstanding Awards are assumed or replaced in accordance with Section 4(c)(i)(A) above and (2) a
Non
-Employee Director’s service as a member of the Board ceases for any reason within the one-year period commencing on the Change in
Control, then, as of the date of such Non-Employee Director’s cessation, the Change in Control Treatment set forth in Section 4(c)(i)(B) above
shall apply to all assumed or replaced Awards of such Non-Employee Director then outstanding.
(E) Outstanding Stock Options and similar Other Stock-Based Awards that are assumed or replaced in accordance with Section 4(c)
(i)(A) may be exercised by the Non-Employee Director in accordance with the applicable terms and conditions of such Award as set forth in the
applicable award agreement or elsewhere; provided, however, that Stock Options and similar Other Stock-Based Awards that become
exercisable in accordance with Section 4(c)(i)(D) may be exercised until the expiration of the original full term of such Stock Option or similar
Other Stock-Based Award notwithstanding the other original terms and conditions of such Award.
(F) Except as otherwise specified in an Award agreement, any of the foregoing Change in Control provisions that change the timing
of payment of an Award shall not be applicable to an Award subject to Section 409A of the Code. For the avoidance of doubt, the foregoing is
applicable to Awards issued before and existing on the date this amendment to the Plan is being made as well as to Awards issued after such
date.
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