Mondelez 2014 Annual Report Download - page 136

10. Clawback Policy/ Forfeiture . The Employee understands and agrees that in the Committee’s sole discretion, the Company may cancel
all or part of the Deferred Stock Units or require repayment by the Employee to the Company of all or part of any cash payment or shares of
Common Stock underlying any vested Deferred Stock Units pursuant to any recovery, recoupment, clawback and/or other forfeiture policy
maintained by the Company, including a violation of Section 9 above, from time to time. In addition, any payments or benefits the Employee
may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements under the U.S. Securities
Act of 1933, as amended (the “ Securities Act ”),
the Exchange Act, rules promulgated by the Commission or any other applicable law, including
the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Common Stock
is listed or traded, as may be in effect from time to time.
11. Original Issue or Transfer Taxes . The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the
delivery of the shares of Common Stock underlying the vested Deferred Stock Units, except as otherwise provided in Section 5.
12. Grant Confers No Rights to Continued Employment . Nothing contained in the Plan or this Agreement (including the country-specific
terms set forth in Appendix A to the Agreement) shall give any employee the right to be retained in the employment of any member of the
Mondelēz Group, affect the right of any Employer to terminate any employee, or be interpreted as forming an employment or service contract
with any member of the Mondelēz Group. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the
employment of the Employee.
13. Nature of the Grant . In accepting the Deferred Stock Units, the Employee acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, to the extent permitted by the Plan;
(b) the Grant is voluntary and occasional and does not create any contractual or other right to receive future Grants, or benefits in lieu
of Deferred Stock Units, even if Deferred Stock Units have been granted in the past;
(c) all decisions with respect to future Grants, if any, will be at the sole discretion of the Committee;
(d) the Employee’s participation in the Plan is voluntary;
(e) the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units are not intended to replace any
pension rights or compensation;
(f) the Grant and the shares of Common Stock subject to the Deferred Stock Units and the income and the value of the same are not
part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal,
end-of-service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
6