Mondelez 2014 Annual Report Download - page 131

Exhibit 10.8
MONDELĒZ INTERNATIONAL, INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
(Amended and Restated as of May 21, 2014)
GLOBAL DEFERRED STOCK UNIT AGREEMENT
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 ”), Deferred Stock Units (the “ Grant ”) representing a right to receive a corresponding number of shares of
Common Stock of the Company set forth in the Award Statement, upon and subject to the restrictions, terms and conditions set forth below
(including the country-specific terms set forth in the attached Appendix A), in the Award Statement and in the Plan. Capitalized terms not
otherwise defined in this Global Deferred Stock Unit Agreement (the “ Agreement ”) have the meaning set forth 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 (including the country-specific terms set forth in Appendix A to the
Agreement):
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 Deferred Stock Units if the Employee fails to
execute and deliver or electronically accept this Agreement and related documents within the specified period.
1. Restrictions . Subject to Section 2 below, the restrictions on the Deferred Stock Units shall lapse and the Deferred Stock Units shall vest
on the Vesting Date shown in 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 and ending on the Vesting Date.
2. Termination of Employment Before Vesting Date . In the event of the termination of the Employee’s employment with the Mondelēz
Group prior to the Vesting Date due to death or Disability (as defined below in Section 21) or upon the Employee’s Normal Retirement (as
defined below in Section 21), the restrictions on the Deferred Stock Units shall lapse and the Deferred Stock Units shall become fully vested on
the date of death, Disability or Normal Retirement.
If the Employee’s employment with the Mondelēz Group is terminated for any reason other than death, Disability or Normal Retirement
prior to the Vesting Date, including any termination of employment caused directly or indirectly by the Mondelēz Group (even if such
termination constitutes unfair dismissal under the employment laws of the country where the Employee resides or if the Employee’s termination
is later determined to be invalid and his or her employment is reinstated), the Employee shall forfeit all rights to the Deferred Stock Units and the
shares of Common Stock underlying the Deferred Stock Units. Notwithstanding the foregoing, upon the termination of an Employee’s
employment with the Mondelēz Group, the Committee or an authorized delegate may, in its sole discretion, waive the restrictions on, and the
vesting requirements for, the Deferred Stock Units.
For purposes of this Agreement, the Employee’s employment shall be deemed to be terminated when he or she is no longer actively
employed by the Mondelēz Group (regardless of the reason for such termination and whether or not later found to be invalid or in breach of
employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any). Unless
otherwise determined by the Committee, a leave of absence shall not constitute a termination of employment.