Mondelez 2014 Annual Report Download - page 125

(c) If any provision contained in this paragraph 9 shall for any reason, whether by application of existing law or law which may develop
after Employee’s acceptance of a Grant under the Plan be determined by a court of competent jurisdiction to be overly broad as to scope of
activity, duration or territory, the Employee agrees to join the Mondelē
z Group in requesting such court to construe such provision by limiting or
reducing it so as to be enforceable to the extent compatible with then applicable law.
10. Clawback Policy/Forfeiture . The Employee understands and agrees that in the Committee’s sole discretion, the Company may cancel
all or part of the Restricted Shares or require repayment by the Employee to the Company of all or part of the Restricted Shares, the underlying
shares of Common Stock or any cash equivalent, pursuant to any recovery, recoupment, clawback and/or other forfeiture policy maintained by
the Company, including a violation of paragraph 9 above, from time to time. In addition, any payments or benefits the Employee may receive
hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements under the U.S. Securities Act of 1933,
as amended (the “ Securities Act ”), the Exchange Act, rules promulgated by the Commission or any other applicable law, including the
requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Common Stock is
listed or traded, as may be in effect from time to time.
11. 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.
12. Successors and Assigns. 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. The Company may assign any of its rights under this Agreement to single
or multiple assignees, and this Agreement shall be binding upon and inure to the benefit of any successors or assigns 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.
13. Grant 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;
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4. the Mondelēz Group shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or
other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity
of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of
posting any bond or other security as Employee acknowledges that such breach would cause the Mondelēz Group to suffer
irreparable harm. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages
or other available forms of relief.