Mondelez 2014 Annual Report Download - page 133

due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the
broker it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization without further
consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred Stock Units to meet the Tax-Related
Items withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any U.S. federal securities law or other
applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of this Grant, as the case
may be, through any other method established by the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing
profit rules of Section 16(b) of the Exchange Act, the Employee may elect the form of withholding in advance of any Tax-Related Items or any
theoretical taxes withholding event and in the absence of the Employee’s election, the Company will withhold in Deferred Stock Units upon the
relevant withholding event or the Committee may determine that a particular method be used to satisfy any required withholding. Finally, the
Employee agrees to pay to the Company or the Employer any amount of Tax-Related Items and any theoretical taxes that the Company or the
Employer may be required to withhold or account for as a result of the Employee’
s participation in the Plan that cannot be satisfied by the means
previously described.
To avoid any negative accounting treatment or for any other reason, the Company may withhold or account for Tax-Related Items or
theoretical taxes by considering applicable minimum statutory withholding amounts (in accordance with Section 14(d) of the Plan) or other
applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Deferred Stock Units, for tax purposes, the
Employee is deemed to have been issued the full number of shares of Common Stock underlying the Grant, notwithstanding that a number of
Deferred Stock Units are held back solely for the purpose of paying the Tax-Related Items and/or any theoretical taxes due as a result of any
aspect of the Employee’s participation in the Plan.
6. Death of Employee . If any of the Deferred Stock Units shall vest upon the death of the Employee, any Common Stock received in
payment of the vested Deferred Stock Units shall be registered in the name of and delivered to the estate of the Employee.
7. Payment of Deferred Stock Units . Each Deferred Stock Unit granted pursuant to this Grant represents an unfunded and unsecured
promise of the Company to issue to the Employee, on or as soon as practicable, but not later than 30 days, after the date the Deferred Stock Units
vest pursuant to Section 1 or 2 and otherwise subject to the terms of this Agreement (including the country-specific terms set forth in Appendix
A to this Agreement), the value of one share of the Common Stock. Except as otherwise expressly provided and subject to the terms of this
Agreement (including Appendix A hereto), such issuance shall be made to the Employee (or, in the event of his or her death to the Employee’s
estate or beneficiary as provided above) in the form of Common Stock as soon as practicable following the vesting of the Deferred Stock Units
pursuant to Section 1 or 2.
8. Special Payment Provisions . Notwithstanding anything in this Agreement to the contrary, if the Employee (i) is subject to U.S. federal
income tax on any part of the payment of the Deferred Stock Units, (ii) is a “specified employee” within the meaning of Section 409A(a)(2)(B)
of the Internal Revenue Code (the “ Code ”), and (iii) will become eligible for Normal Retirement (A) for Deferred Stock Units with a Vesting
Date between January 1 and March 15, before the calendar year preceding the Vesting Date and (B) for Deferred Stock Units with a Vesting
Date after March 15, before the calendar year in which such Vesting Date occurs, then any payment of Deferred Stock Units under Section 7 that
is on account of his or her separation from service within the meaning of Section 409A(a)(2)(A)(i) of the Code shall be delayed until six months
following such separation from service. In addition, if such an Employee is not vested in his or her Deferred Stock Units, and the Employee
(i) becomes eligible for Normal Retirement while employed by a subsidiary or affiliate of the Company that
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