Mondelez 2014 Annual Report Download - page 124

The provisions contained herein in paragraph 9 are not in lieu of, but are in addition to the continuing obligation of the Employee (which
Employee acknowledges by accepting any Grant under the Plan) to not use or disclose the Mondelēz Group’s trade secrets or Confidential
Information known to the Employee until any particular trade secret or Confidential Information becomes generally known (through no fault of
the Employee), whereupon the restriction on use and disclosure shall cease as to that item. For purposes of this agreement, “ Confidential
Information ” includes, but is not limited to, certain sales, marketing, strategy, financial, product, personnel, manufacturing, technical and other
proprietary information and material which are the property of the Mondelēz Group. Employee understands that this list is not exhaustive, and
that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would
otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or
used.
(b) A main purpose of the Plan is to strengthen the alignment of long-term interests between Employees and the Mondelēz Group by
providing an ownership interest in the Company, and to prevent former employees whose interests become adverse to the Company from
maintaining that ownership interest. By acceptance of any Grant (including the Restricted Stock) under the Plan, the Employee acknowledges
and agrees that if the Employee breaches any of the covenants set forth in paragraph 9(a):
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2. to protect the Mondelēz Group’s investment in its employees and to ensure the long-term success of the business, Employee,
without the express written permission of the Executive Vice President of Human Resources of the Company, will not
directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee
of the Mondel
ē
z Group; and
3. to protect the Mondelēz Group’s investment in its development of good will and customers and to ensure the long-term
success of the business, Employee will not directly or indirectly solicit (including, but not limited to, e-mail, regular mail,
express mail, telephone, fax, instant message and SMS text messaging) or attempt to directly or indirectly solicit, contact or
meet with the current or prospective customers of the Mondelēz Group for the purpose of offering or accepting goods or
services similar to or competitive with those offered by the Mondel
ē
z Group.
1.
all unvested Grants (including the unvested Restricted Stock) shall be immediately forfeited;
2. the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred Grants (including the Restricted Stock) at any time if Employee is not in compliance with all terms and conditions set forth in the
Plan including, but not limited to, paragraph 9(a);
3. the Employee shall repay to the Mondelēz Group the net proceeds of any exercise or Plan benefit that occurs at any time after
the earlier of the following two dates: (i) the date twelve months immediately preceding any such violation; or (ii) the date six
(6) months prior to the Employee’s termination of employment with the Mondelēz Group. The Employee shall repay to the
Mondelēz Group the net proceeds in such a manner and on such terms and conditions as may be required by the Mondelēz
Group, and the Mondelēz Group shall be entitled to set-off against the amount of any such net proceeds any amount owed to
the Employee by the Mondelēz Group, to the extent that such set-off is not inconsistent with Section 409A of the Code or
other applicable law. For purposes of this paragraph, net proceeds shall mean the fair market value of the shares of Common
Stock less any Tax
-
Related Items; and