Mondelez 2014 Annual Report Download - page 140

contract, on or after the date specified as the normal retirement age in the pension plan, employment contract or local contract, if any, under
which the Employee is at that time accruing pension benefits for his or her current service (or, in the absence of a specified normal retirement
age, the age at which pension benefits under such plan or contract become payable without reduction for early commencement and without any
requirement of a particular period of prior service). In any case in which the meaning of “Normal Retirement” is uncertain under the definition
contained in the prior sentence, an Employee’s termination shall be treated as Normal Retirement as the Committee, in its sole discretion, deems
equivalent to retirement. For purposes of this Agreement, (x) a “ subsidiary ” includes only any company in which the applicable entity, directly
or indirectly, has a beneficial ownership interest of greater than 50 percent and (y) an “ affiliate ” includes only any company that (A) has a
beneficial ownership interest, directly or indirectly, in the applicable entity of greater than 50 percent or (B) is under common control with the
applicable entity through a parent company that, directly or indirectly, has a beneficial ownership interest of greater than 50 percent in both the
applicable entity and the affiliate.
22. Compliance With Law . Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption
from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to
deliver any Common Stock issuable upon settlement of the Deferred Stock Units prior to the completion of any registration or qualification of
the shares of Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the
Commission or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or
foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or
advisable. The Employee understands that the Company is under no obligation to register or qualify the shares of Common Stock with the
Commission or any state, provincial or foreign securities commission or to seek approval or clearance from any governmental authority for the
issuance or sale of the shares of Common Stock. Further, the Employee agrees that the Company shall have unilateral authority to amend the
Plan and the Agreement without the Employee’s consent to the extent necessary to comply with securities or other laws applicable to the
issuance of shares of Common Stock.
23. Agreement Severable . In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.
24. Headings . Headings of paragraphs and sections used in this Agreement are for convenience only and are not part of this Agreement,
and must not be used in construing it.
25. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Employee’s participation in
the Plan, on the Deferred Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is
necessary or advisable for legal or administrative reasons and to require the Employee to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.
26. Insider Trading/Market Abuse Laws . The Employee acknowledges that the Employee is subject to insider trading and/or market abuse
laws, which affect the Employee’s ability to acquire or sell shares of Common Stock under the Plan during such times as the Employee is
considered to have “material nonpublic information” or “inside information” (as defined by the laws in the Employee’s country). The Employee
also acknowledges that the Employee is subject to the Company’
s insider trading policy, and the requirements of applicable laws may or may not
be consistent with the terms of the Company’s insider trading policy. The Employee acknowledges that it is his or her responsibility to be
informed of and compliant with any such laws, and is hereby advised to speak to his or her personal advisor on this matter.
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