Mondelez 2014 Annual Report Download - page 145

The Optionee acknowledges and agrees that the Company shall not be required to deliver the Option Shares upon any exercise of this
Option unless it has received payment in a form acceptable to the Company for all applicable Tax-Related Items, as well as amounts due to the
Company as “theoretical taxes” pursuant to the then-current international assignment and tax and/or social insurance equalization policies and
procedures of the Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made.
In this regard, the Optionee authorizes the Company and/or the Employer, in their sole discretion and without any notice or further
authorization by the Optionee, to withhold all applicable Tax-Related Items legally due by the Optionee (or otherwise due from the Optionee as
set forth above in this paragraph 4) and any theoretical taxes from the Optionee’
s wages or other cash compensation paid by the Company and/or
the Employer or from proceeds of the sale of Option Shares. Alternatively, or in addition, the Company may instruct the broker it has selected
for this purpose (on the Optionee’s behalf and at the Optionee’s direction pursuant to this authorization without further consent) to sell the
Option Shares that the Optionee acquires to meet the Tax-Related Items withholding obligation and any theoretical taxes. In addition, unless
otherwise determined by the Committee, Tax-Related Items or theoretical taxes may be paid with outstanding shares of the Company’
s Common
Stock, such shares to be valued at Fair Market Value on the exercise date. Finally, the Optionee agrees to pay to the Company or the Employer
any amount of Tax-Related Items and theoretical taxes that the Company or the Employer may be required to withhold as a result of the
Optionee’s participation in the Plan or the Optionee’s exercise of the Option that cannot be satisfied by the means previously described.
To avoid any negative accounting treatment or for any other reason, the Company may withhold or account for Tax-Related Items or
theoretical taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates.
5. Cash-Out of Option . The Committee may elect to cash out all or a portion of the Option to be exercised pursuant to any Method of
Exercise by paying the Optionee an amount in cash or Common Stock, or both, equal to the Fair Market Value of such shares on the exercise
date less the Grant Price for such shares.
6. Restrictions and Covenants .
(a) In addition to such other conditions as may be established by the Company or the Committee, in consideration for making a Grant
under the terms of the Plan, the Optionee agrees and covenants as follows for a period of twelve (12) months following the date of Optionee’s
termination of employment from the Mondelēz Group:
3
1. to protect the Mondelēz Group’s legitimate business interests in its confidential information, trade secrets and goodwill, and
to enable the Mondelēz Group’s ability to reserve these for the exclusive knowledge and use of the Mondelē
z Group, which is
of great competitive importance and commercial value to the Mondelēz Group, the Optionee, without the express written
permission of the Executive Vice President of Human Resources of the Company, will not engage in any conduct in which
Optionee contributes his/her knowledge and skills, directly or indirectly, in whole or in part, as an executive, employer,
employee, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any
other similar capacity to a competitor or to an entity engaged in the same or similar business as the Mondelēz Group,
including those engaged in the business of production, sale or marketing of snack foods (including, but not limited to gum,
chocolate, confectionary products, biscuits or any other product or service Optionee has reason to know has been under
development by the Mondelēz Group during Optionee’s employment with the Mondelēz Group). Optionee will not engage in
any activity that may require or inevitably require Optionee’s use or disclosure of the Mondelēz Group’s confidential
information, proprietary information and/or trade secrets;