Mondelez 2012 Annual Report Download - page 542

In the event of a Change-in- Control prior to the Expiration Date, any Units that have not become vested as provided in Section 2 or
Section 8 above as of or in connection with the Change-in-Control will be forfeited as of the date of the Change-in-Control.
9. Voting and Dividend Rights . Until Common Stock is issued on the Issuance Date, Employee does not have the right to vote shares
relating to the Units or receive dividends on shares relating to the Units regardless of whether the Units are vested. However, Employee will
receive cash payments (less applicable Tax-Related Items (as defined below)) in lieu of dividends otherwise payable with respect to shares of
Common Stock equal in number to the Units that have not been forfeited. The cash payments will be made as of the Issuance Date and be equal
to the dividends paid plus dividends declared but not yet paid to holders of Common Stock between the Award Date and the Issuance Date.
10. Transfer Restrictions . This Award is not-transferable and no element of this Award may be assigned, hypothecated or otherwise
pledged or may be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any
such process, the Award will immediately become null and void and Employee will forfeit the unvested Units. These restrictions will not apply,
however, to any Common Stock issued as of the applicable Issuance Date. For avoidance of doubt, the transfer of Employee’s interest in Units
under this Award to her estate as of her death will not constitute a prohibited transfer for purposes of this Agreement or the Plan.
11. Withholding Taxes . Regardless of any action the Company or Employee’s employer (the “ Employer ”)
takes with respect to any or all
income tax, social security, payroll tax, payment on account or other tax-related withholding (“ Tax-Related Items ”), Employee acknowledges
that the ultimate liability for all Tax-Related Items legally due by Employee is and remains her responsibility and may exceed the amount
actually withheld by the Company or the Employer. Further, Employee acknowledges that neither the Company nor the Employer (a) make any
representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units or Common Stock,
including the grant or vesting of Units, issuance of Common Stock the payment of cash in lieu of dividends, or the sale of Common Stock
subsequent to issuance; nor (b) commit to structure the terms of Award or any aspect of Employee’s participation in the Plan to reduce or
eliminate her liability for Tax-Related Items or achieve any particular tax result. If Employee becomes subject to tax in more than one
jurisdiction between the date of grant and the date of any relevant taxable event, Employee acknowledges that the Company and/or the Employer
(or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one
jurisdiction.
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(ii) under the provisions of the Change-in-
Control transaction, Common Stock is converted into publicly traded common stock of
the Company
’
s successor entity.