Mondelez 2014 Annual Report Download - page 127

15. Entire Agreement; Governing Law . The Award Statement, the Plan and this Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee
with respect to the subject matter hereof, and may not be modified adversely to the Employee’s interest except as provided in the Award
Statement, the Plan or this Agreement or by means of a writing signed by the Company and the Employee. Nothing in the Award Statement, the
Plan and this Agreement (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties.
The Award Statement, the Plan and this Agreement are to be construed in accordance with and governed by the substantive laws of the
Commonwealth of Virginia, U.S.A., without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the substantive laws of the Commonwealth of Virginia to the rights and duties of the parties. Unless otherwise provided in
the Award Statement, the Plan or this Agreement, the Employee is deemed to submit to the exclusive jurisdiction of the Commonwealth of
Virginia, U.S.A., and agrees that such litigation shall be conducted in the courts of Henrico County, Virginia, or the federal courts for the United
States for the Eastern District of Virginia.
16. Miscellaneous Definitions . For purposes of this Agreement, (a) the term “ Disability ” means permanent and total disability as
determined under procedures established by the Company for purposes of the Plan, and (b) the term “ Normal Retirement ” means retirement
from active employment under a pension plan of the Mondelēz Group, an employment contract with any member of the Mondelēz Group or a
local labor contract, on or after the date specified as the normal retirement age in the pension plan, employment contract or local contract, if any,
under which the Employee is at that time accruing pension benefits for his or her current service (or, in the absence of a specified normal
retirement age, the age at which pension benefits under such plan or contract become payable without reduction for early commencement and
without any requirement of a particular period of prior service). In any case in which (i) the meaning of “Normal Retirement” is uncertain under
the definition contained in the prior sentence or (ii) a termination of employment at or after age 65 would not otherwise constitute “Normal
Retirement,” an Employee’s termination of employment shall be treated as a “Normal Retirement” under such circumstances as the Committee,
in its sole discretion, deems equivalent to retirement.
17. Adjustments . In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution,
stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the
Common Stock after the date of this Grant, the Board of Directors of the Company or the Committee shall make adjustments to the number and
kind of shares of Common Stock subject to this Grant, including, but not limited to, the substitution of equity interests in other entities involved
in such transactions, to provide for cash payments in lieu of restricted or unrestricted shares, and to determine whether continued employment
with any entity resulting from such a transaction will or will not be treated as continued employment by the Mondelēz Group, in each case
subject to any Board of Director or Committee action specifically addressing any such adjustments, cash payments, or continued employment
treatment.
18. Notices . Any notice required or permitted hereunder shall be (i) given in writing and shall be deemed effectively given upon personal
delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by
certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in
these instruments, or to such other address as such party may designate in writing from time to time to the other party or (ii) delivered
electronically through the Company’s electronic mail system (including any notices delivered by a third-party) and shall be deemed effectively
given upon such delivery. Any documents required to be given or delivered to the Employee related to current or future participation in the Plan
may also be delivered through electronic means as described in Section 19 below.
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