Mondelez 2014 Annual Report Download - page 121

Exhibit 10.7
MONDELĒZ INTERNATIONAL, INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
(Amended and Restated as of May 21, 2014)
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 provided to the Employee (the “ Award Statement ”) as of the date set forth in the Award Statement (the “ Grant
Date ”) pursuant to the provisions of the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended
from time to time (the “ Plan ”), restricted stock (the “ Grant ”) with respect to the number of shares of Common Stock set forth in the Award
Statement (the “ Restricted Shares ”), 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. All references to action of or approval by the Committee shall be deemed to include action of or approval by any other person(s) to whom
the Committee has delegated authority to act. The Grant is subject to the following terms and conditions:
The Employee must execute and deliver or electronically accept the terms set forth in this Agreement, in the manner and within a
period specified by the Committee. The Committee may, in its sole discretion, cancel the Restricted Shares if the Employee fails to
execute and deliver or electronically accept this Agreement and related documents within the specified period.
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 section of the Award Statement (the “ Vesting Date ”), provided that the Employee remains an active
employee of the Mondelēz Group during the entire period commencing on the Grant Date set forth in the Award Statement and ending on the
Vesting Date (the “ Restriction Period ”).
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 16) or unless it
is otherwise determined by 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
paragraph 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 Grant 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 Grant vests, 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 8 hereof, the restrictions
shall be removed from those of such shares that are held in book entry form.