Mondelez 2014 Annual Report Download - page 158

provisions relating to the Grant Price and the number and kind of shares subject to this Option) as it deems appropriate including, but not limited
to, the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu of the Option, and to
determine whether continued employment with any entity resulting from such transaction or event will or will not be treated as a continued
employment with the Mondelēz Group, in each case, subject to any Board of Director or Committee action specifically addressing any such
adjustments, cash payments or continued employment treatment.
10. Successors and Assigns . Whenever the word “Optionee”
is used herein under circumstances such that the provision should logically be
construed to apply to the executors, the administrators, or the person or persons to whom this Option may be transferred pursuant to this
Agreement, it shall be deemed to include such person or persons. The Company may assign any of its rights under this Agreement to single or
multiple assignees, and this Agreement shall be binding upon and inure to the benefit of any successors or assigns of the Company and any
person or persons who shall acquire any rights hereunder in accordance with this Agreement, the Award Statement or the Plan.
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
(including the country-specific terms set forth in Appendix A to the 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 Mondelēz 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;
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