Mondelez 2014 Annual Report Download - page 165

(e) LTI Grant Target . “LTI Grant Target” means the target number of shares of Common Stock or amount set forth in the Notice.
(f) Maximum Goal Factor . “Maximum Goal Factor” means the maximum percentage set forth in the Notice.
(g) Normal Retirement . “Normal Retirement” means retirement from active employment under (a) a pension plan of the Mondelē
z Group, (b) an
employment contract with any member of the Mondelēz Group, or (c) a local labor contract, on or after the date specified as normal retirement
age in the pension plan, employment contract or local contract, if any, under which the Participant is at that time accruing pension benefits for
his or her current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan or such
contract become payable without reduction for early commencement and without any requirement of a particular period of prior service). In any
case in which the meaning of “Normal Retirement” is uncertain under the definition contained in the prior sentence, a Participant’s termination
shall be treated as Normal Retirement as the Committee, in its sole discretion, deems equivalent to retirement.
(h) Participation Period Factor . “Participation Period Factor” means a fraction, the numerator of which is the number of months (including
partial months, rounded up to the next whole month) the Participant was actively employed by the Mondelēz Group during the Performance
Cycle and the denominator of which is the number of months (including partial months, rounded up to the next whole month) in the Performance
Cycle. The Committee, in its sole discretion, may adjust the Participation Period Factor.
(i) Performance Cycle . “Performance Cycle”
means the performance period set forth in the Notice over which the attainment of the Performance
Goals will be measured for the purpose of determining the LTI Award Payout.
(j) Performance Goal Attainment Factor . “Performance Goal Attainment Factor” means a percentage ranging from 0% to the Maximum Goal
Factor representing the level at which the Performance Goals have been attained as determined by the Committee.
(k) Qualified Performance-Based Compensation . “Qualified Performance-Based Compensation” means any compensation that is intended to
constitute “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code.
2. Incorporation of Terms of Plan . The LTI Grant is subject to the terms and conditions of the Plan, which is incorporated herein by reference.
In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control except as otherwise expressly set forth
in this Agreement.
3. Vesting and Forfeiture .
(a) Vesting . Subject to Sections 3(b) and 5 of this Agreement, if the Committee determines that the Performance Goals for the
Performance Cycle have been met and the other terms and conditions set forth in the Plan have been satisfied, an Award will be made to the
Participant based on the Participant’s LTI Award Payout. Except as otherwise provided in Section 3(b)(i) and Section 5 below, in the case of an
LTI Grant that is intended to constitute Qualified Performance-Based Compensation, no Award will be payable unless and until the Committee
has certified in writing whether and the extent to which the Performance Goals for the Performance Cycle have been attained.
(b) Forfeiture . Except as provided herein, if the Participant has not been continuously and actively employed with a member of the
Mondelēz Group that employs the Participant (the “ Employer ”),
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