Mondelez 2012 Annual Report Download - page 462

Section 9. Dividends and Dividend Equivalents.
The Committee may provide that any Awards under the Plan, other than Stock Options or stock appreciation rights, earn dividends or dividend
equivalents. Such dividends or dividend equivalents may be paid currently, except in the case of Other Stock-Based Awards in which any
applicable performance goals have not been achieved, or may be credited to a participant’s Plan account. Any crediting of dividends or dividend
equivalents may be subject to such restrictions and conditions as the Committee may establish, including reinvestment in additional shares of
Common Stock or Common Stock equivalents.
Section 10. Transferability.
Unless otherwise required by law, Awards shall not be transferable or assignable other than by will or the laws of descent and distribution. In no
event may any Award be transferred in exchange for consideration.
Section 11. Unfunded Status Plan.
It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided,
however, that, unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded”
status of the Plan.
Section 12. General Provisions.
(a) The Committee may require each person acquiring shares of Common Stock pursuant to an Award to represent to and agree with the
Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may
include any legend that the Committee deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Common Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission (or any successor agency), any stock exchange upon which the Common Stock is then listed, and any applicable Federal, state or
foreign securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such
restrictions.
(b) Nothing contained in the Plan shall prevent the Company from adopting other or additional compensation arrangements for Non-Employee
Directors.
(c) Nothing in the Plan or in any Award agreement shall confer upon any grantee the right to continued service as a member of the Board.
(d) No later than the date as of which an amount first becomes includable in the gross income of the participant for income tax purposes with
respect to any Award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the
payment of, any Federal, state, local or foreign taxes of any kind that are required by law or applicable regulation to be withheld with respect to
such amount. Unless otherwise determined by the Committee, withholding obligations arising from an Award may be settled with Common
Stock, including Common Stock that is part of, or is received upon exercise of the Award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Committee may establish such
procedures as it deems appropriate, including the making of irrevocable elections, for the settling of withholding obligations with Common
Stock.
(e) The terms of this Plan shall be binding upon and shall inure to the benefit of any successor to Kraft Foods Inc. and any permitted successors
or assigns of a grantee.
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