Mondelez 2014 Annual Report Download - page 153

Exhibit 10.10
MONDELĒZ INTERNATIONAL, INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
(Amended and Restated as of May 21, 2014)
NON-QUALIFIED NON-U.S. STOCK OPTION AGREEMENT
MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “ Company ”), hereby grants to the employee (the “ Optionee ”)
identified in the award statement provided to the Optionee (the “ Award Statement ”) under the Mondelēz International, Inc. Amended and
Restated 2005 Performance Incentive Plan, as amended from time to time (the “ Plan ”) non-qualified stock options (the “ Option ”). The Option
entitles the Optionee to exercise options for up to the aggregate number of shares set forth in the Award Statement (the “ Option Shares ”) of the
Company’s Common Stock, at the price per share set forth in the Award Statement (the “ Grant Price ”).
Capitalized terms not otherwise defined
in this Non-Qualified Non-U.S. Stock Option Agreement (the “ Agreement ”) shall have the meaning set forth in the Plan. All references to
action of or approval by the Committee shall be deemed to include action of or approval by any other person(s) to whom the Committee has
delegated authority to act.
The Option is subject to the following terms and conditions (including the country-specific terms set forth in Appendix A to the
Agreement):
The Optionee must execute and deliver or electronically accept the terms set forth in this Agreement, in the manner and within a
period specified by the Committee. The Committee may, in its sole discretion, cancel the Option if the Optionee fails to execute and
deliver or electronically accept this Agreement and related documents within the specified period.
1. Vesting . Prior to the satisfaction of the vesting requirements (“ Vesting Requirements ”) set forth in the schedule to the Award
Statement (the “ Schedule ”), the Option may not be exercised except as provided in paragraph 3 below.
2. Vesting Upon Termination of Employment . In the event of the termination of the Optionee’s employment with the Mondelēz Group
prior to satisfaction of the Vesting Requirements other than by reason of Early Retirement (as defined below in paragraph 15) occurring after
December 31 of the same year as the date of grant (“ Grant Date ”) of the Option, Normal Retirement (as defined below in paragraph 15), death
or Disability (as defined below in paragraph 15), or as otherwise determined by the Committee, this Option shall not be exercisable. If death or
Disability of the Optionee occurs prior to satisfaction of the Vesting Requirements, this Option shall become immediately exercisable for 100%
of the Option Shares set forth in the Award Statement. If the Optionee’s employment with the Mondelēz Group is terminated by reason of
Normal Retirement, or by Early Retirement occurring after December 31 of the same year as the Grant Date of the Option, the Option
shall continue to become exercisable as set forth on the Schedule as if such Optionee’s employment had not terminated.
3. Exercisability Upon Termination of Employment from the Mondelēz Group . During the period commencing on the first date that the
Vesting Requirements are satisfied (or, such earlier date determined in accordance with paragraph 2) until and including the expiration date set
forth in the Schedule (“ Expiration Date ”), this Option may be exercised in whole or in part with respect to such Option Shares, subject to the
following provisions:
(a) In the event that the Optionee’s employment is terminated by reason of Early Retirement occurring after December 31 of the
same year as the Grant Date of the Option, Normal Retirement, death or Disability, such Option may be exercised on or prior to the Expiration
Date;