Mondelez 2014 Annual Report Download - page 144

(c) If, other than by death, Disability, Normal Retirement or Early Retirement occurring after December 31 of the same year as the
Grant Date of the Option, the Optionee’s employment is terminated by the Mondelēz Group without Cause for any reason or in the event of any
other termination of employment caused directly or indirectly by the Mondelēz Group, such Option may be exercised for a period of 12 months
following such termination; and
(d) If the Optionee’s employment is involuntarily suspended or terminated by the Mondelēz Group for Cause, the Option shall be
forfeited.
No provision of this paragraph 3 shall permit the exercise of any Option after the Expiration Date. For purposes of this Agreement, the
Optionee’s employment shall be deemed to be terminated when he or she is no longer actively employed by the Mondelēz Group (regardless of
the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the
Optionee is employed or the terms of the Optionee’s employment agreement, if any). The Optionee shall not be considered actively employed
during any period for which he or she is receiving, or is eligible to receive, salary continuation, notice period or garden leave payments, or other
comparable benefits under the Mondelē
z Global LLC Severance Pay Plan for Salaried Exempt Employees, or any similar plan maintained by the
Mondelēz Group or through other such arrangements that may be entered into that give rise to separation or notice pay, except in any case in
which the Optionee is eligible for Normal Retirement or Early Retirement upon the expiration of salary continuation or other benefits. The
Committee shall have the exclusive discretion to determine when the Optionee is no longer actively employed for purposes of the Option. Unless
otherwise determined by the Committee, leaves of absence shall not constitute a termination of employment for purposes of this Agreement.
Notwithstanding the foregoing provisions and unless otherwise determined by the Company, this Option may only be exercised on a day that the
NASDAQ Global Select Market (the
“ Exchange ”) is open. Accordingly, if the Expiration Date is a day the Exchange is closed, the Expiration
Date shall be the immediately preceding day on which the Exchange is open.
4. Exercise of Option and Withholding Taxes . This Option may be exercised only in accordance with the procedures and limitations set
forth in the Company’s Equity Awards Plan Guide, as amended from time to time, or such other similar-type communication provided by the
Company (the “ Methods of Exercise ”).
The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Optionee’s employer (the “ Employer
”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-
related items related
to the Optionee’
s participation in the Plan and legally applicable to the Optionee or deemed by the Company or the Employer, in their discretion,
to be an appropriate charge to the Optionee even if legally applicable to the Company or the Employer (“ Tax-Related Items ”), is and remains
the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further
acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Option, including the grant, vesting or exercise of the Option, the subsequent sale of Option Shares
acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms
of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result.
Further, if the Optionee becomes subject to any Tax-Related Items in more than one jurisdiction (including jurisdictions outside the United
States) between the Grant Date and the date of any relevant taxable event, the Optionee acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
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