Mondelez 2014 Annual Report Download - page 166

from the date of the Notice through the last date of the Performance Cycle or if the Participant is not an employee in good standing with the
Employer on the date of payment in Section 4(a) hereof, the LTI Grant will be forfeited immediately and without any further action by the
Company or the Committee. For purposes of the preceding sentence, the Participant will not be considered to be continuously and actively
employed with the Employer once he or she has stopped providing services, notwithstanding any notice period mandated under the employment
laws of the country where the Participant resides (e.g., active employment would not include a period of “garden leave” or similar period
pursuant to the employment laws of the country where the Participant resides), unless otherwise determined by the Company on a country-by-
country basis. The Committee has the exclusive discretion to determine when a Participant is no longer actively employed for purposes of the
LTI Grant, subject to compliance with Section 409A of the Code.
(i) Death/Disability . If the Participant dies or terminates active employment with the Mondelēz Group due to Disability during the
first year of the Performance Cycle, no Award will be made based on the LTI Grant for the Performance Cycle. If the Participant dies or
terminates employment with the Mondelēz Group due to Disability after the first year of the Performance Cycle, an LTI Award Payout will be
made to the Participant calculated by using a Performance Goal Attainment Factor equal to 100%, subject to compliance with the payment
timing provisions set forth in Section 4(a)(iii) hereof.
(ii) Retirement . If a Participant terminates active employment with the Mondelē
z Group prior to the end of the Performance Cycle as
a result of the Participant’s Early or Normal Retirement, if the Committee in its sole discretion so determines, the Participant shall retain a
prorated portion of the LTI Grant with a potential Award payable based on actual attainment of the Performance Goals at the same time an
Award (if any) is payable to other participants for the Performance Cycle. The proration of the LTI Grant will be calculated by applying the
Participant’s Participation Period Factor as determined in the sole discretion of the Committee, subject to compliance with the payment timing
provisions set forth in Section 4 hereof. If the Committee determines that there has been a legal judgment and/or legal development in the
jurisdiction where the Participant resides that results in the favorable treatment on Early or Normal Retirement described in this section being
deemed unlawful and/or discriminatory, then the Company will not apply such favorable treatment, and the Participant shall forfeit as of the date
of the termination any rights under the LTI Grant.
4. Payment .
(a) Form and Time of Payment .
(i) Form of Payment . Subject to the terms of the Plan, the Notice and this Agreement, and except as otherwise expressly provided
and subject to the terms of this Agreement (including Appendix A hereto), any Award that becomes payable in accordance with Section 3 hereof
shall be paid in whole shares of Common Stock, which shall be issued in book-entry form, registered in the Participant’s name. In the event the
LTI Award Payout results in less than a whole number of shares of Common Stock, the LTI Award Payout shall be rounded up to the next whole
share of Common Stock (no fractional shares of Common Stock shall be issued in payment of an Award).
(ii) Certification ; Performance Goal Attainment Factor Determination . Following the completion of the Performance Cycle and,
subject to Section 3(b)(i) and Section 5 hereof, prior to the payment of an Award, the Committee shall certify in writing whether the applicable
Performance Goals were achieved for the Performance Cycle and shall determine the Performance Goal Attainment Factor with respect to the
Award.
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