Mondelez 2012 Annual Report Download - page 461

(c)
The Deferred Stock Account of a participant who elects to participate in the Deferred Stock Program shall be credited with shares of Deferred
Stock equal to the number of shares of Common Stock or Restricted Stock that the participant elected to receive as Deferred Stock, or in the case
of Deferred Stock, equal to the number of shares subject to the Deferred Stock. The Deferred Stock Account shall thereafter be credited with
amounts equal to the cash dividends that would have been paid had the participant held a number of shares of Common Stock equal to the
number of shares of Deferred Stock in the participant’s Deferred Stock Account, and any such amounts shall be treated as invested in additional
shares of Deferred Stock. Effective at the conclusion of the 2006 Annual Meeting of Shareholders, any amounts held in a participant’s Deferred
Stock Account pursuant to deferrals under the Prior Director Plan shall be treated as invested in the number of shares of Deferred Stock
determined by dividing the value of the participant’s Deferred Stock Account on such date by the Fair Market Value of one share of Common
Stock on such date. Deferred Stock relating to a Restricted Stock Award shall be subject to the same vesting provisions applicable to the
Restricted Stock.
(d) Any election by a participant for his or her Deferred Stock Account to be paid upon his or her separation from service as a member of the
Board shall be applied in accordance with Internal Revenue Code section 409A. No separation from service shall be deemed to occur until the
participant ceases to serve on any and all of the Board and the board of directors of any other company with respect to which his service as a
director began while such other company was a subsidiary of the Company.
(e) Notwithstanding the foregoing, if a participant has elected that distribution be made pursuant to this Section 7 upon the participant’s
separation from service, and the participant is a “specified employee” within the meaning of Internal Revenue Code section 409A and the
regulations and other guidance thereunder, distribution in the form of a single sum will be made on the last day of the sixth month following the
date of the participant’s separation from service.
(f) The Deferred Stock Program shall be administered under such rules and procedures as the Committee may from time to time establish,
including rules with respect to elections to defer, beneficiary designations and distributions under the Deferred Stock Program. Notwithstanding
anything in this Plan to the contrary, all elections to defer, distributions, and other aspects of the Deferred Stock Program shall be made in
accordance with and shall comply with Internal Revenue Code section 409A and any regulations and other guidance thereunder. All election
forms are incorporated in and constitute part of the Plan.
Section 8. Plan Amendment and Termination.
The Board may amend or terminate the Plan at any time without stockholder approval, including, but not limited to, any amendments necessary
to comply with Internal Revenue Code section 409A and any regulations and other guidance thereunder; provided, however, that no amendment
shall be made without stockholder approval if such approval is required under applicable law, regulation, or stock exchange rule or if such
amendment would: (i) decrease the grant or exercise price of any Stock Option or a similar Other Stock-Based Award to less than the Fair
Market Value on the date of grant (except as contemplated by Section 4); or (ii) increase the total number of shares of Common Stock that may
be distributed under the Plan. Except as may be necessary to comply with a change in the laws, regulations or accounting principles of a foreign
country applicable to participants subject to the laws of such foreign country, the Committee may not, without stockholder approval, amend the
terms of any outstanding Stock Options or similar Other Stock-Based Awards to reduce the exercise price of such Awards or cancel, exchange,
buyout or surrender outstanding Stock Options or similar Other Stock-Based Awards in exchange for cash, other awards or Stock Options or
Other Stock-Based Awards with an exercise price that is less than the exercise price of the original Stock Options or similar Other Stock-Based
Awards. Except as set forth in any Award agreement or as necessary to comply with applicable law or avoid adverse tax consequences to some
or all Award recipients, no amendment or termination of the Plan may materially and adversely affect any outstanding Award under the Plan
without the Award recipient’s consent.
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