Mondelez 2012 Annual Report Download - page 460

fractional months being rounded up to the next whole month and any fractional share being rounded up to the next whole share). The Director
would be eligible for a full annual Award at the subsequent annual meeting. Such pro rata Award shall be subject to the same terms and
conditions as an annual Award. Such pro rata 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.
(c) Terms of Awards.
(i) Awards of Common Stock, Restricted Stock or Deferred Stock pursuant to Section 5(a) are eligible for participation in the Deferred
Stock Program described in Section 7.
(ii) The per share exercise or purchase price for each Stock Option or similar Other Stock-Based Award shall in no event be less than the
Fair Market Value of one share of Common Stock on the date of grant. The term of each Stock Option or similar Other Stock-
Based Award shall
be no more than ten years. Each Stock Option or similar Other Stock-Based Award shall vest in not less than six months (or such longer period
set forth in the Award agreement) and shall be forfeited if the participant does not continue to be a Non-Employee Director for the duration of
the vesting period unless he ceases to serve in such capacity as a result of his death, disability or retirement, in each case as specified in the
applicable Award agreement. Except as otherwise specified in an Award agreement, Stock Options or similar Other Stock-
Based Awards may be
exercised, in whole or in part, by giving written notice of exercise specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept
(including, to the extent the Committee determines such a procedure to be acceptable, a copy of instructions to a broker or bank acceptable to the
Company to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the purchase price). As determined by the
Committee, payment in full or in part may also be made in the form of Common Stock already owned by the Non-Employee Director valued at
Fair Market Value.
Section 6. Award Agreements.
Each Award of Restricted Stock, Deferred Stock, a Stock Option or Other Stock-Based Award under the Plan may be evidenced by a written
agreement or other instrument (which need not be signed by the Award recipient unless otherwise specified by the Committee) as may be
approved from time to time by the Committee implementing the grant of such Award.
Section 7. Payments and Payment Deferrals.
(a) The Deferred Stock Program shall be administered in accordance with the terms of this Section 7, provided that the Committee may modify
the terms of the Deferred Stock Program or may require deferral of the payment of Awards under such rules and procedures as it may establish.
Any deferral election shall be made at a time and for such period as shall satisfy the requirements of Internal Revenue Code section 409A(a)(4).
(b) Each participant may elect to participate in a Deferred Stock Program with respect to Awards of Common Stock, Restricted Stock or
Deferred Stock granted under Section 5(a). Any election to have the Company establish a Deferred Stock Account shall be made in terms of
integral multiples of 25% of the number of shares of Common Stock, Restricted Stock or Deferred Stock that the participant otherwise would
have been granted on each date of grant, shall be made no later than the last day of the calendar year immediately preceding the calendar year in
which the services entitling the participant to the Award are performed (or in the case of a participant who is first becoming eligible for this Plan
and any other plan required to be aggregated with this Plan under Internal Revenue Code section 409A and the regulations and other guidance
thereunder, no later than 30 days after the participant first becomes eligible and before the date on which the services entitling the participant to
the Award are performed), and shall specify the time and form of distribution of the participant’s Deferred Stock Account in a manner
complying with Internal Revenue Code sections 409A(a)(2) and (3). Any such election (including an existing election to participate in the
Deferred Stock Program under the Prior Director Plan) shall remain in effect for purposes of the Plan until the participant executes (i) a new
election applicable to any grants denominated in Common Stock to be made in years after the year in which the new election is made or (ii) an
election not to participate in the Deferred Stock Program for any grants of Common Stock, Restricted Stock or Deferred Stock in future years.
New elections made pursuant to clause (i) of the preceding sentence may be made only to the extent permitted under rules and procedures
established by the Committee taking into account administrative feasibility and other constraints.
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