Mondelez 2013 Annual Report Download - page 233

Exhibit 10.7
MONDELĒZ INTERNATIONAL, INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
NON-QUALIFIED U.S. STOCK OPTION AWARD AGREEMENT
MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “ Company ”), hereby grants to the employee identified in the Award
Statement (the “ Optionee ” identified in the “ Award Statement ”) attached hereto under the Mondelē
z International, Inc. Amended and Restated
2005 Performance Incentive Plan (the “ Plan ”) a non-qualified stock option (the “ Option ”). The Option entitles the Optionee to exercise up to
the aggregate number of shares set forth in the Award Statement (the “ Option Shares ”) of the Company’s Common Stock, at the Grant Price
per share set forth in the Award Statement (the “ Grant Price ”). Capitalized terms not otherwise defined in this Non-
Qualified U.S. Stock Option
Award Agreement (the “ Agreement ”) shall have the meaning set forth in the Plan. The Option is subject to the following terms and conditions:
The Optionee’s failure to reject this Agreement within 60 days will constitute the Optionee’s acceptance of the Option and all
terms and conditions of the Option, as set forth in this Agreement (including Appendix A to the Company’s Non-Qualified Non-U.S.
Stock Option Award Agreement in the event of the Optionee’s relocation) and the Plan.
1. Vesting . Prior to the satisfaction of the Vesting Requirements set forth in the Schedule in the Award Statement (the “ Schedule ”),
the Option Shares may not be exercised except as provided in paragraph 2 below.
2. Vesting Upon Termination of Employment . In the event of the termination of the Optionee’s employment with the Mondelēz
Group (as defined below in paragraph 12) prior to satisfaction of the Vesting Requirements other than by reason of Early Retirement (as defined
below in paragraph 12) occurring after December 31 of the same year as the date of grant of the Option, Normal Retirement (as defined below in
paragraph 12), death or Disability (as defined below in paragraph 12), or as otherwise determined by (or pursuant to authority granted by) the
Committee administering the Plan, this Option shall not be exercisable with respect to any of the Option Shares set forth in the Award Statement.
If death or Disability of the Optionee occurs prior to satisfaction of the Vesting Requirements, this Option shall become immediately exercisable
for 100% of the Option Shares set forth in the Award Statement. If the Optionee’s employment with the Mondelē
z Group is terminated by reason
of Normal Retirement, or by Early Retirement occurring after December 31 of the same year as the date of grant of the Option, the Option
Shares shall continue to become exercisable as set forth on the Schedule as if such Optionee’s employment had not terminated.
3. Exercisability Upon Termination of Employment . During the period commencing on the first date that the Vesting Requirements
are satisfied (or, such earlier date determined in accordance with paragraph 2) until and including the Expiration Date set forth in the Schedule,
this Option may be exercised in whole or in part with respect to such Option Shares, subject to the following provisions:
(a) In the event that the Optionee’s employment is terminated by reason of Early Retirement occurring after December 31 of
the same year as the date of grant of the Option, Normal Retirement, death or Disability, such Option Shares may be exercised on or prior to the
Expiration Date;
(b) If employment is terminated by the Optionee (other than by Early Retirement occurring after December 31 of the same
year as the date of grant of the Option, death, Disability or Normal Retirement), such Option Shares may be exercised for a period of 30 days
from the effective date of termination;