Mondelez 2012 Annual Report Download - page 466

u. “Non-Employee Director” means each member of the Board who is not a full-time employee of the Company (or of any Corporation that
owns, directly or indirectly, stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock entitled to
vote in the election of the Board or of any corporation in which the Company owns, directly or indirectly, stock possessing at least fifty percent
(50%) of the total combined voting power of all classes of stock entitled to vote in the election of directors in such corporation). A “Non-
Employee Director” does not include a Director Emeritus of the Company.
v. “Participant” means a Non-Employee Director who elects to make a Deferral Election; provided, however, that a Participant shall also
include a person who was, but is no longer, a Non-Employee Director as long as a Deferred Fee Account is being maintained for his or her
benefit.
w. “Plan” means this Mondelēz International, Inc. 2001 Compensation Plan for Non-Employee Directors, as amended from time to time.
x.
“Profit-Sharing Plan” means the Mondelēz International Thrift Plan, as amended from time to time.
y.
“Retainer Fee” means the portion of a Participant’
s Compensation that is fixed and paid without regard to his or her attendance at meetings of
the Board or any committee of the Board, including any additional amount paid to a chairman of a committee but shall not include awards of
Common Stock, stock options or other noncash compensation paid to a Non-Employee Director.
z.
“Subaccount” means one of the bookkeeping accounts established within a Deferred Fee Account in accordance with Section 2.2.2.
aa. “Transfer Election Date” means the date set forth on a Transfer Form.
bb. “Transfer Form” means a Transfer Election Form completed and executed by a Participant or Beneficiary in accordance with Section 2.2.5.
SECTION 2. Deferred Fee Program
2.1 Participation
2.1.1 Deferral Elections
A Non-Employee Director may make a Deferral Election by submitting an Initial Election Form to the Secretary of the Company. Each Non-
Employee Director who makes a Deferral Election shall become a Participant in the Deferred Fee Program.
Any Deferral Election relating to Retainer Fees shall be in integral multiples of twenty-five percent (25%) of the Retainer Fee. Any Deferral
Election relating to Meeting Fees shall be one hundred percent (100%) of the Meeting Fees for the year for which the election is effective.
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