Mondelez 2014 Annual Report Download - page 146

The provisions contained herein in paragraph 6 are not in lieu of, but are in addition to the continuing obligation of the Optionee (which
Optionee acknowledges by accepting any Grant under the Plan) to not use or disclose the Mondelēz Group’s trade secrets or Confidential
Information known to the Optionee until any particular trade secret or Confidential Information becomes generally known (through no fault of
the Optionee), whereupon the restriction on use and disclosure shall cease as to that item. For purposes of this agreement, “ Confidential
Information ” includes, but is not limited to, certain sales, marketing, strategy, financial, product, personnel, manufacturing, technical and other
proprietary information and material which are the property of the Mondelēz Group. Optionee understands that this list is not exhaustive, and
that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would
otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or
used.
(b) A main purpose of the Plan is to strengthen the alignment of long-term interests between Optionees and the Mondelēz Group by
providing an ownership interest in the Company, and to prevent former employees whose interests become adverse to the Company from
maintaining that ownership interest. By acceptance of any Grant (including the Option) under the Plan, the Optionee acknowledges and agrees
that if the Optionee breaches any of the covenants set forth in paragraph 6(a):
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2. to protect the Mondelēz Group’s investment in its employees and to ensure the long-term success of the business, Optionee,
without the express written permission of the Executive Vice President of Human Resources of the Company, will not
directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee
of the Mondel
ē
z Group; and
3. to protect the Mondelēz Group’s investment in its development of good will and customers and to ensure the long-term
success of the business, Optionee will not directly or indirectly solicit (including, but not limited to, e-mail, regular mail,
express mail, telephone, fax, instant message and SMS text messaging) or attempt to directly or indirectly solicit, contact or
meet with the current or prospective customers of the Mondelēz Group or any of its affiliates for the purpose of offering or
accepting goods or services similar to or competitive with those offered by the Mondel
ē
z Group.
1.
all unvested Grants (including any unvested portion of the Option) shall be immediately forfeited;
2. the Company may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, vested, unpaid or deferred
Grants (including the vested but unexercised portion of the Option) at any time if Optionee is not in compliance with all terms
and conditions set forth in the Plan including, but not limited to, paragraph 6(a);
3. the Optionee shall repay to the Mondelēz Group the net proceeds of any exercise or Plan benefit that occurs at any time after
the earlier of the following two dates: (i) the date twelve months immediately preceding any such violation; or (ii) the date six
(6) months prior to the Optionee’s termination of employment with the Mondelēz Group. The Optionee shall repay to the
Mondelēz Group the net proceeds in such a manner and on such terms and conditions as may be required by the Mondelēz
Group, and the Mondelēz Group shall be entitled to set-off against the amount of any such net proceeds any amount owed to
the Optionee by the Mondelēz Group, to the extent that such set-
off is not inconsistent with Section 409A of the Code or other
applicable law. For purposes of this paragraph, net proceeds shall mean the difference between the fair market value of the
shares of Common Stock and the Grant Price less any Tax
-
Related Items; and