Mondelez 2014 Annual Report Download - page 132

3. Voting and Dividend Rights . The Employee does not have the right to vote the Deferred Stock Units or receive dividends or dividend
equivalents prior to the date, if any, such Deferred Stock Units vest and are paid to the Employee in the form of Common Stock pursuant to the
terms hereof. However, the Employee shall receive cash payments (less applicable Tax-Related Items (as defined below) withholding) in lieu of
dividends otherwise payable with respect to shares of Common Stock equal in number to the Deferred Stock Units that have not been forfeited,
as such dividends are paid.
4. Transfer Restrictions . This Grant and the Deferred Stock Units are non-
transferable and may not be assigned, hypothecated or otherwise
pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of
any such process, the Grant shall immediately become null and void and the Deferred Stock Units shall be forfeited. These restrictions shall not
apply, however, to any payments received pursuant to Section 8 below.
5. Withholding Taxes . The Employee acknowledges that regardless of any action taken by the Company or, if different, the Employee’s
employer (the “ Employer ”), the ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or
other tax-related items related to the Employee’s participation in the Plan and legally applicable to the Employee or deemed by the Company or
the Employer, in their discretion, to be an appropriate charge to the Employee even if legally applicable to the Company or the Employer (“ Tax-
Related Items ”) is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. The
Employee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Deferred Stock Units, including the grant, vesting or payment of this Grant, the
receipt of any dividends or cash payments in lieu of dividends, or the subsequent sale of shares of Common Stock; and (b) do not commit to and
are under no obligation to structure the terms of the grant of the Deferred Stock Units or any aspect of the Employee’
s participation in the Plan to
reduce or eliminate his or her liability for Tax-
Related Items or achieve any particular tax result. Further, if the Employee becomes subject to any
Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Employee acknowledges
that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-
Related Items in more than one jurisdiction.
The Employee acknowledges and agrees that the Company may refuse to issue or deliver shares of Common Stock upon vesting of the
Deferred Stock Units if Employee fails to comply with his or her Tax-Related Items obligations or the Company has not received payment in a
form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if
applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the
Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made.
In this regard, the Employee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further
authorization by the Employee, to withhold all applicable Tax-Related Items legally due by the Employee (or otherwise due by the Employee as
set forth in this Section 5) and any theoretical taxes from the Employee’s wages or other cash compensation paid by the Company and/or the
Employer or from proceeds of the sale of the shares of Common Stock issued upon vesting of the Deferred Stock Units. Alternatively, or in
addition, the Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items
and any theoretical taxes
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