Mondelez 2013 Annual Report Download - page 242

(b) Conditions to Payment of LTIP Award . Notwithstanding any other provision of this Agreement (including without limitation Section 2
(a) hereof):
(i) The LTIP Award shall not become payable to the Participant or his or her legal representative unless and until the Participant or
his or her legal representative shall have satisfied all applicable withholding obligations for Tax-
Related Items (as defined in Section 4 below), if
any, in accordance with Section 4 hereof.
(ii) The Company shall not be required to issue or deliver any certificate or certificates (whether in electronic or other form) for any
shares of Common Stock in payment of the LTIP Award prior to the fulfillment of all of the following conditions: (A) the admission of the
Common Stock to listing on all stock exchanges on which the Common Stock is then listed, (B) the completion of any registration or other
qualification of the Common Stock under any state or federal law or under rulings or regulations of the Commission or other governmental
regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Common
Stock is not so registered, a determination by the Company that the issuance of the Common Stock would be exempt from any such registration
or qualification requirements, (C) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that
the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time
following the date the LTIP Award becomes payable as the Committee may from time to time establish for reasons of administrative
convenience, subject to compliance with Section 409A of the Code.
(c) LTIP Award Payment Amount
. In accordance with Section 3.3 of the LTI Plan, the LTIP Award may be reduced (including to zero) or
increased (other than with respect to an LTIP Award that is intended to constitute Qualified Performance-Based Compensation) in the sole
discretion of the Committee, notwithstanding the Performance Goal Attainment Factor the Committee determines has been attained.
4. Clawback Policy . In the Committee’s sole discretion, the Company may cancel all or part of the LTIP Award or require payment by the
Participant to the Company of all or part of any amount or shares of Common Stock underlying any vested LTIP Award pursuant to any
recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time.
5. Withholding Taxes . The Participant acknowledges that regardless of any action taken by the Company or, if different, the Participant’s
employer (the “ Employer ”), the ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or
other tax-related items related to the Participant’s participation in the LTI Plan and legally applicable to the Participant or deemed by the
Company or the Employer, in their discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or the
Employer (“ Tax-Related Items ”) is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the
Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the LTIP Award, including the grant, vesting, or payment of this LTIP
Award, the receipt of any dividends or cash payments in lieu of dividends, or the subsequent sale of shares of Common Stock; and (b) do not
commit to and are under no obligation to structure the terms of the grant of the LTIP Award or any aspect of the Participant’
s participation in the
LTI Plan to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes
subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant 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.
The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment of
this LTIP Award or sale of shares of Common Stock issued pursuant to the LTIP Award, as the case may be, by deducting the number of shares
of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTIP Award Share
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