Mondelez 2014 Annual Report Download - page 156

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):
4
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 Mondel
ē
z Group
’
s confidential information, proprietary information and/or trade secrets;
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 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);