Mondelez 2014 Annual Report Download - page 135

the Employee), whereupon the restriction on use and disclosure shall cease as to that item. For purposes of this agreement, “ Confidential
Information ” includes, but is not limited to, certain sales, marketing, strategy, financial, product, personnel, manufacturing, technical and other
proprietary information and material which are the property of the Mondelēz Group. Employee understands that this list is not exhaustive, and
that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would
otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or
used.
(b) A main purpose of the Plan is to strengthen the alignment of long-term interests between Employees and the Mondelēz Group by
providing an ownership interest in the Company, and to prevent former employees whose interests become adverse to the Company from
maintaining that ownership interest. By acceptance of any Grant (including the Deferred Stock Units) under the Plan, the Employee
acknowledges and agrees that if the Employee breaches any of the covenants set forth in Section 9(a):
(c) If any provision contained in this Section 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.
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1.
all unvested Grants (including any unvested Deferred Stock Units) shall be immediately forfeited;
2. the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid or deferred Grants (including the Deferred Stock Units) at any time if Employee is not in compliance with all terms and conditions
set forth in the Plan including, but not limited to, Section 9(a);
3. the Employee shall repay to the Mondelēz Group the net proceeds of any Plan benefit that occurs at any time after the
earlier of the following two dates: (i) the date twelve months immediately preceding any such violation; or (ii) the date
six (6) months prior to the Employee’s termination of employment with the Mondelē
z Group. The Employee shall repay
to the Mondelēz Group the net proceeds in such a manner and on such terms and conditions as may be required by the
Mondelēz Group, and the Mondelēz Group shall be entitled to set-off against the amount of any such net proceeds any
amount owed to the Employee by the Mondelēz Group, to the extent that such set-off is not inconsistent with
Section 409A of the Code or other applicable law. For purposes of this paragraph, net proceeds shall mean the fair
market value of the shares of Common Stock less any Tax
-
Related Items; and
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.