Mondelez 2013 Annual Report Download - page 228

withholding tax requirements shall be valued at the Fair Market Value of the Common Stock received in payment of vested Restricted Shares on
the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Employee under
applicable tax laws.
To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items or theoretical taxes by
considering applicable minimum statutory withholding amounts (in accordance with Section 13(d) of the Plan) or other applicable withholding
rates. If the obligation for Tax-Related Items is satisfied by withholding in Restricted Shares, for tax purposes, the Employee is deemed to have
been issued the full number of shares of Common Stock underlying the Award, notwithstanding that a number of Restricted Shares are held back
solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee’s participation in the Plan.
Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any theoretical taxes that the
Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be
satisfied by the means previously described.
7. Death of Employee
. If any of the Restricted Shares shall vest upon the death of the Employee, they shall be registered in the name
of the estate of the Employee.
8. Clawback Policy . In the Committee’s sole discretion, the Company may cancel all or part of the Restricted Shares or require
payment by the Employee to the Company of all or part of any amount of the Restricted Shares pursuant to any recovery, recoupment, clawback
and/or other forfeiture policy maintained by the Company from time to time.
9. Original Issue or Transfer Taxes . The Company shall pay all original issue or transfer taxes and all fees and expenses incident to
such delivery, except as otherwise provided in paragraph 6.
10. Successors. Whenever the word “Employee” is used herein under circumstances such that the provision should logically be
construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Shares may be transferred pursuant to
this Agreement, it shall be deemed to include such person or persons. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and any person or persons who shall acquire any rights hereunder in accordance with this Agreement,
the Award Statement or the Plan.
11. Award Confers No Rights to Continued Employment—Nature of the Grant . Nothing contained in the Plan or this Agreement
shall give the Employee the right to be retained in the employment of any member of the Mondelēz Group, affect the right of any such employer
to terminate the Employee or be interpreted as forming an employment or service contract with any member of the Mondelēz Group. The
adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of the Employee. Further, the
Employee acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of Restricted Shares is voluntary and occasional and does not create any contractual or other right to receive
future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted in the past;
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