Mondelez 2014 Annual Report Download - page 148

11. 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 Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee’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 Optionee. 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 Optionee 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.
12. Grant Confers No Rights to Continued Employment — Nature of the Grant . Nothing contained in the Plan or this Agreement shall
give any employee the right to be retained in the employment of any member of the Mondelēz Group, affect the right of any such employer to
terminate any employee, or be interpreted as forming an employment or service contract with any member of the Mondelē
z Group. The adoption
and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any employee. Further, the Optionee
acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, to the extent permitted by the Plan;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, or benefits in lieu of options, even if options have been granted in the past;
(c) all decisions with respect to future option or other Grants, if any, will be at the sole discretion of the Committee;
(d) the Optionee is voluntarily participating in the Plan;
(e) the Option and the Option Shares subject to the Option are not intended to replace any pension rights or compensation;
(f) the Option and the Option Shares subject to the Option and the income and the value of same are not part of normal or expected
compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, long-service awards, pension, retirement or welfare benefits or similar payments;
(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;
(h) if the underlying shares of Common Stock do not increase in value, the Option will have no value;
(i) if the Optionee exercises the Option and obtains shares of Common Stock, the value of those shares of Common Stock acquired
upon exercise may increase or decrease in value, even below the Grant Price;
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