Mondelez 2012 Annual Report Download - page 543

The Company may refuse to issue or deliver shares of Common Stock when otherwise required if Employee fails to comply with her Tax-
Related Items obligations or the Company has not received payment in a form acceptable to the Company for all applicable Tax-Related Items,
as well as amounts due to the Company as “ theoretical taxes ”, if applicable, pursuant to the then-
current international assignment and tax and/or
social insurance equalization policies and procedures of the Mondelēz International Group, or arrangements satisfactory to the Company for the
payment thereof have been made.
In this regard, Employee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further
authorization by the Employee, to withhold all applicable Tax-Related Items legally due by Employee and any theoretical taxes from
Employee’s wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the shares of Common
Stock issued or delivered in connection with the Issuance Date. Alternatively, or in addition, the Company may (i) deduct the number of shares
of Common Stock having an aggregate value equal to the amount of Tax-Related Items and any theoretical taxes due from the total number of
Common Stock delivered as of the Issuance Date; (ii) instruct the broker whom it has selected for this purpose (on Employee’s behalf and at
Employee’s direction pursuant to this authorization) to sell any shares of Common Stock that Employee receives under this Agreement to meet
the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any Federal Securities
law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of Units, the
issuance of Common Stock, or the payment of cash in lieu of dividends, as the case may be, through any other method established by the
Company. Notwithstanding the foregoing, if Employee is subject to the short-
swing profit rules of Section 16(b) of the Exchange Act, Employee
may elect the form of withholding in advance of any Tax-Related Items withholding event and in the absence of Employee’s election, the
Company will withhold in Common Stock upon the relevant withholding event or the Committee may determine that a particular method be
used to satisfy any Tax Related Items withholding. If the obligation for Tax-Related Items is satisfied by withholding in Common Stock, for tax
purposes, Employee is deemed to have been issued the full number of shares underlying the Award, notwithstanding that a number of shares of
Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Employee’s participation in
the Plan.
To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable
minimum statutory withholding amounts (in accordance with Section 13(d) of the Plan) or other applicable withholding rates.
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