Mondelez 2014 Annual Report Download - page 139

18. Interpretation . The terms and provisions of the Plan (a copy of which will be made available online or furnished to the Employee upon
written request to the Office of the Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield, Illinois 60015) are
incorporated herein by reference. To the extent any provision in the Award Statement or this Agreement is inconsistent or in conflict with any
term or provision of the Plan, the Plan shall govern. The Committee shall have the right to resolve all questions that may arise in connection with
the Grant, including whether the Employee is no longer actively employed. Any interpretation, determination or other action made or taken by
the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.
19. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this
Agreement shall be binding upon and inure to the benefit of any successors or assigns of the Company and any person or persons who shall
acquire any rights hereunder in accordance with this Agreement, the Award Statement or the Plan.
20. Entire Agreement; Governing Law . The Award Statement, the Plan and this Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee
with respect to the subject matter hereof, and may not be modified adversely to the Employee’s interest except as provided in the Award
Statement, the Plan or this Agreement or by means of a writing signed by the Company and the Employee. Nothing in the Award Statement, the
Plan and this Agreement (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties.
The Award Statement, the Plan and this Agreement are to be construed in accordance with and governed by the substantive laws of the
Commonwealth of Virginia, U.S.A., without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the substantive laws of the Commonwealth of Virginia to the rights and duties of the parties. Unless otherwise provided in
the Award Statement, the Plan or this Agreement, the Employee is deemed to submit to the exclusive jurisdiction of the Commonwealth of
Virginia, U.S.A., and agrees that such litigation shall be conducted in the courts of Henrico County, Virginia, or the federal courts for the United
States for the Eastern District of Virginia. This Agreement shall be interpreted and construed in a manner that avoids the imposition of taxes and
other penalties under Section 409A of the Code, if applicable. Notwithstanding the foregoing, under no circumstances shall any member of the
Mondelēz Group be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to
comply with Section 409A of the Code.
21. Miscellaneous . In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification,
distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event
affecting the Common Stock after the date of this Grant, the Board of Directors of the Company or the Committee shall make adjustments to the
number and kind of shares of Common Stock subject to this Grant, including, but not limited to, the substitution of equity interests in other
entities involved in such transactions, to provide for cash payments in lieu of Deferred Stock Units, and to determine whether continued
employment with any entity resulting from such a transaction will or will not be treated as continued employment with any member of the
Mondelēz Group, in each case subject to any Board of Directors or Committee action specifically addressing any such adjustments, cash
payments, or continued employment treatment.
For purposes of this Agreement, (a) the term “ Disability ” means permanent and total disability as determined under procedures
established by the Company for purposes of the Plan, and (b) the term “ Normal Retirement ” means retirement from active employment, in
circumstances that constitute a “separation from service” for purposes of Section 409A of the Code, under a pension plan of the Mondelēz
Group, an employment contract with any member of the Mondelēz Group or a local labor
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