Mondelez 2012 Annual Report Download - page 459

(ii) Definition of Change in Control. “Change in Control” means the occurrence of any of the following events:
(A) Acquisition of 20% or more of the outstanding voting securities of the Company by another entity or group; excluding, however,
the following:
(1) any acquisition by the Company or any of its affiliates;
(2) any acquisition by an employee benefit plan or related trust sponsored or maintained by the Company or any of its
affiliates; or
(3) any acquisition pursuant to a merger or consolidation described in clause (C);
(B) During any consecutive 24-month period, persons who constitute the Board at the beginning of the period cease to constitute at
least 50% of the Board (unless the election of each new Board member was approved by a majority of directors who began the two-year period);
(C) The consummation of a merger or consolidation of the Company with another company, and the Company is not the surviving
company; or, if after such transaction, the other entity owns, directly or indirectly, 50% or more of the outstanding voting securities of the
Company; excluding, however, a transaction pursuant to which all or substantially all of the individuals or entities who are the beneficial owners
of the outstanding voting securities of the Company immediately prior to such transaction will beneficially own, directly or indirectly, more than
50% of the combined voting power of the outstanding securities entitled to vote generally in the election of directors (or similar persons) of the
entity resulting from such transaction (including, without limitation, an entity which as a result of such transaction owns the Company either
directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such transaction, of the
outstanding voting securities; or
(D) The consummation of a plan of complete liquidation of the Company or the sale or disposition of all or substantially all of the
Company’s assets, other than a sale or disposition pursuant to which all or substantially all of the individuals or entities who are the beneficial
owners of the outstanding voting securities of the Company immediately prior to such transaction will beneficially own, directly or indirectly,
more than 50% of the combined voting power of the outstanding securities entitled to vote generally in the election of directors (or similar
persons) of the entity purchasing or acquiring the Company’s assets in substantially the same proportions relative to each other as their
ownership, immediately prior to such transaction, of the outstanding voting securities of the Company.
Section 5. Awards.
(a) Annual Awards.
On the first day of the Plan Year beginning in 2011, each Non-Employee Director serving as such immediately after the annual meeting held on
that day shall receive an Award having an aggregate Fair Market Value on the date of grant, as determined by the Committee, of up to $500,000
(with any fractional share being rounded up to the next whole share). Such Award shall be made in the form of Common Stock, Restricted
Stock, Deferred Stock, Stock Options, Other Stock-Based Awards, or a combination of the foregoing as the Committee determines in its
discretion.
(b) Pro-rata Awards.
If a Non-Employee Director is appointed or elected to the Board other than by the shareholders at an annual meeting, he or she shall promptly
after his or her election or appointment receive a pro rata portion of the Award provided for in Section 5(a). Such pro rata Award shall having an
aggregate Fair Market Value on the date of grant calculated based on the date the Director begins his or her term and planned date of the next
regular annual meeting (with any
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