Mondelez 2013 Annual Report Download - page 226

Exhibit 10.6
MONDELĒZ INTERNATIONAL, INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
FOR MONDELĒZ INTERNATIONAL COMMON STOCK
MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “ Company ”), hereby grants to the employee (the “ Employee
”) named in the Award Statement (the “ Award Statement ”) attached hereto, as of the date set forth in the Award Statement (the “ Award Date
”) pursuant to the provisions of the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan (the “ Plan ”), a
Restricted Stock Award (the “ Award ”) with respect to the number of shares (the “ Restricted Shares ”) of the Common Stock of the Company
(“ Common Stock ”) set forth in the Award Statement, upon and subject to the restrictions, terms and conditions set forth below, in the Award
Statement and in the Plan. Capitalized terms not otherwise defined in this Restricted Stock Agreement (the “ Agreement ”) shall have the
meaning specified in the Plan.
The Employee’s failure to reject this Agreement within 60 days will constitute the Employee’s acceptance of the Award of
Restricted Shares and all terms and conditions of this Award, as set forth in this Agreement and the Plan.
1. Restrictions
. Subject to paragraph 2 below, the restrictions on the Restricted Shares shall lapse and the Restricted Shares shall vest
on the date set forth in the Restricted Stock Award section of the Award Statement (the “ Vesting Date ”), provided that the Employee remains
an employee of the Mondelēz Group (as defined below in paragraph 13) during the entire period (the “ Restriction Period ”) commencing on the
Award Date set forth in the Award Statement and ending on the Vesting Date.
2. Termination of Employment During Restriction Period . In the event of the termination of the Employee’s employment with the
Mondelēz Group prior to the Vesting Date other than by death, Disability, or Normal Retirement (as defined below in paragraph 13) or unless it
is otherwise determined by (or pursuant to authority granted by) the Committee administering the Plan (the “ Committee ”), the Restricted
Shares shall not vest and the Employee shall forfeit all rights to the Restricted Shares. Any Restricted Shares that are forfeited shall be
transferred directly to the Company. If death, Disability, or Normal Retirement of the Employee occurs prior to the Vesting Date, the restrictions
on the Restricted Shares shall immediately lapse and the Restricted Shares shall become fully vested on such date of death, Disability, or Normal
Retirement.
3. Voting and Dividend Rights . During the Restriction Period, the Employee shall have the right to vote the Restricted Shares and to
receive any dividends and other distributions with respect to the Restricted Shares, as paid, less applicable Tax-Related Items (as defined in
Section 6, below) (it being understood that such dividends will generally be taxable as ordinary compensation income during such Restriction
Period) unless and until such Restricted Shares are forfeited pursuant to paragraph 2 hereof.
4. Custody and Delivery of Certificates Representing Shares . The shares of Common Stock subject to the Award may be held by a
custodian in book entry form with the restrictions on such shares duly noted or, alternatively, the Company may hold the certificate or
certificates representing such shares, in either case until the Award shall have vested, in whole or in part, pursuant to paragraphs 1 and 2 hereof.
As soon as practicable after the Restricted Shares shall have vested pursuant to paragraphs 1 and 2 hereof, subject to paragraph 7 hereof, the
restrictions shall be removed from those of such shares that are held in book entry form, and the Company shall deliver to the Employee any
certificate or certificates representing those of such shares that are held by the Company and destroy or return to the Employee the stock power
or powers relating to such shares. If such stock power or powers also relate to unvested shares, the Company may require, as a condition
precedent to the delivery of any certificate pursuant to this paragraph 4, the execution and delivery to the Company of one or more irrevocable
stock powers relating to such unvested shares.