Mondelez 2012 Annual Report Download - page 539

Exhibit 10.22
MONDELĒZ INTERNATIONAL, INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
PERFORMANCE-CONTINGENT RESTRICTED STOCK UNIT AGREEMENT
MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “ Company ”), hereby grants to Irene B. Rosenfeld (the “ Employee
”) as of December 19, 2012 (the “ Award Date ”), pursuant to the provisions of the Mondelēz International, Inc. Amended and Restated 2005
Performance Incentive Plan (the “ Plan ”) a Performance-Contingent Restricted Stock Unit Award (the “ Award ”) with respect to 308,464 units
(the “ Units ”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan. Capitalized terms not otherwise defined
in this Performance-Contingent Restricted Stock Unit Agreement (the “ Agreement ”) have the meaning set forth in the Plan.
1. Fair Market Value on Award Date. The Fair Market Value of each Unit on the Award Date was $25.935.
2. Performance Conditions Required for Vesting . Subject to Section 6 below, on the date that the performance conditions in paragraphs
(a), (b) and (c) below are satisfied (each a “Vesting Date”), the Units relating to the specific performance condition will vest:
(a) 77,116 Units vest when the Company’s common stock’s (“Common Stock”) closing stock price maintains an average of at least $31.12
for a minimum period of 10 consecutive trading days;
(b) 115,674 Units vest when the Common Stock’s closing stock price maintains an average of at least $33.72 for a minimum period of 10
consecutive trading days; and
(c) 115,674 Units vest when the Common Stock’s closing stock price maintains an average of at least $36.31 for a minimum period of 10
consecutive trading days provided, however, that any unvested Units will expire as of the Expiration Date defined in Section 3 below.
3. Expiration Date . Subject to Sections 6, 7 and 8 below, all unvested Units will expire on the earlier of:
(the
“
Expiration Date
”
).
i)
December 19, 2018; or
ii)
one year following the date on which Employee vacates the position of Chief Executive Officer.