Mondelez 2014 Annual Report Download - page 149

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the
Optionee’s employment or other service relationship by the Company or the Employer, and in consideration of the grant of the Option to which
the Optionee is otherwise not entitled, the Optionee irrevocably agrees never to institute any claim against the Mondelēz Group, waives his or
her ability, if any, to bring any such claim, and releases the Mondelēz Group from any such claims. If, notwithstanding the foregoing, any such
claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed
not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(k) the Optionee is hereby advised to consult with the Optionee’s own personal tax, legal and financial advisors regarding the
Optionee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or
sale of the underlying shares of Common Stock;
(l) the Option is designated as not constituting an Incentive Stock Option; this Agreement shall be interpreted and treated consistently
with such designation; and
(m) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this
Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be
exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock.
13. Interpretation . The terms and provisions of the Plan (a copy of which will be made available online or furnished to the Optionee upon
written request to the Office of the Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield, Illinois 60015) are
incorporated herein by reference. To the extent any provision in the Award Statement or this Agreement is inconsistent or in conflict with any
term or provision of the Plan, the Plan shall govern. The Committee shall have the right to resolve all questions that may arise in connection with
the Grant or this Agreement, including whether an Optionee is no longer actively employed and any interpretation, determination or other action
made or taken by the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.
14. Miscellaneous Definitions . For the purposes of this Agreement, the term “ Disability ” means permanent and total disability as
determined under the procedures established by the Company for purposes of the Plan and the term “ Normal Retirement ” means retirement
from active employment under a pension plan of the Mondelēz Group, an employment contract with any member of the Mondelēz Group or a
local labor contract, on or after the date specified as normal retirement age in the pension plan, employment contract or local contract, if any,
under which the Optionee 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 Optionee’s termination shall be treated as Normal Retirement as the Committee, in its sole
discretion, deems equivalent to retirement. For the purposes of this Agreement, “ Early Retirement ” means retirement from active employment
other than Normal Retirement, as determined by the Committee, in its sole discretion.
15. 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 Option Shares issuable upon exercise of the Option prior to the completion of any registration or qualification of the Option Shares
under any local, state, federal or foreign securities or exchange control
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