Mondelez 2014 Annual Report Download - page 164

Exhibit 10.11
MONDELĒZ INTERNATIONAL, INC.
AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN
(Amended and Restated as of May 21, 2014)
GLOBAL LONG-TERM INCENTIVE GRANT AGREEMENT
(2015-2017 Performance Cycle)
MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “ Company ”), hereby grants to the individual (the “ Participant ”)
named in the Long-Term Incentive Grant Notice (the “ Notice ”) a Long-Term Incentive Grant (the “ LTI Grant ”) with respect to the
Performance Cycle and Performance Goals set forth in the Notice, subject to the terms and provisions of the Notice, this Global Long-Term
Incentive Grant Agreement, including any country-specific appendix (this “ Agreement ”) and the Mondelēz International, Inc. Amended and
Restated 2005 Performance Incentive Plan, as amended from time to time (the “ Plan ”). Unless and until the Committee determines that an
Award is payable with respect to the LTI Grant, in the manner set forth in Sections 4 or 5 hereof, the Participant shall have no right to payment
based on the LTI Grant. Prior to payment of an Award based on the LTI Grant, the LTI Grant represents an unsecured obligation of the
Company payable, if at all, from the general assets of the Company. 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 LTI Grant is subject to the following terms and conditions (including the country-specific terms set forth in Appendix A to the
Agreement):
The Participant 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 LTI Grant if the Participant fails to execute
and deliver or electronically accept this Agreement and related documents within the specified period.
1. Definitions . For purposes of the Plan, the following terms shall have the meanings specified below, unless the context clearly indicates
otherwise. The singular pronoun shall include the plural where the context so indicates. All capitalized terms used in this Agreement without
definition shall have the meanings ascribed in the Plan and the Notice.
(a) Affiliate . “Affiliate” means any entity that directly or indirectly through one or more intermediaries controls or is controlled by the
Company, in each case, as determined by the Committee.
(b) Disability . “Disability” means permanent and total disability as determined under procedures established by the Company for purposes of
the Plan.
(c) Early Retirement . “Early Retirement” means retirement from active employment other than Normal Retirement, as determined by the
Committee, in its sole discretion.
(d) LTI Award Payout . “LTI Award Payout” means the number of shares of Common Stock (if the Award is settled in shares) or the amount (if
the Award is settled in cash) in either case with the value determined as the product of (a) the LTI Grant Target multiplied by (b) the
Performance Goal Attainment Factor (subject to the Committee’s discretion specified in Section 4(c)), and, in the case of a Participant who
terminates employment before the last day of the Performance Cycle, further multiplied by (c) the Participation Period Factor.