Mondelez 2014 Annual Report Download - page 157

(c) If any provision contained in this paragraph 6 shall for any reason, whether by application of existing law or law which may
develop after Optionee’s acceptance of a Grant under the Plan be determined by a court of competent jurisdiction to be overly broad as to scope
of activity, duration or territory, the Optionee agrees to join the Mondelēz Group in requesting such court to construe such provision by limiting
or reducing it so as to be enforceable to the extent compatible with then applicable law.
7. Clawback Policy/Forfeiture . The Optionee understands and agrees that in the Committee’s sole discretion, the Company may cancel all
or part of the Option or require repayment by the Optionee to the Company of all or part of any cash payment or shares of Common Stock
acquired at exercise pursuant to any recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company, including a
violation of paragraph 6 above, from time to time. In addition, any payments or benefits the Optionee may receive hereunder shall be subject to
repayment or forfeiture as may be required to comply with the requirements under the U.S. Securities Act of 1933, as amended (the “ Securities
Act ”), the Exchange Act, rules promulgated by the Commission or any other applicable law, including the requirements of the Dodd-
Frank Wall
Street Reform and Consumer Protection Act, or any securities exchange on which the Common Stock is listed or traded, as may be in effect from
time to time.
8. Transfer Restrictions . Unless otherwise required by law, this Option is not transferable or assignable by the Optionee in any manner
other than by will or the laws of descent and distribution and is exercisable during the Optionee’s lifetime only by the Optionee.
9. Adjustments . In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution,
stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the
Common Stock after the Grant Date, the Board of Directors of the Company or the Committee shall make adjustments to the terms and
provisions of this Grant (including, without limiting the generality of the foregoing, terms and
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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
4. the Mondelēz Group shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or
other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity
of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of
posting any bond or other security as Optionee acknowledges that such breach would cause the Mondelēz Group to suffer
irreparable harm. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages
or other available forms of relief.