Mondelez 2014 Annual Report Download - page 167

(iii) Payment Timing . Except as otherwise provided in the following sentence, the LTI Award Payout shall be paid as soon as
practicable following the date the Committee certifies that the Performance Goals for the Performance Cycle have been attained and determines
an LTI Grant has vested and is payable for the Performance Cycle, but in no event later than March 15 of the taxable year following the end of
the Performance Cycle, including upon a Participant’
s Early or Normal Retirement. An Award that becomes payable under Section 3(b)(i) hereof
in connection with a Participant’s death or termination resulting from Disability shall be paid within 75 days following the Participant’s death or
termination of employment, as applicable, but in any event no later than March 15 following the year of death or termination from Disability.
(b) Conditions to Payment of an Award
. Notwithstanding any other provision of this Agreement (including without limitation Section 3(a)
hereof):
(i) The Award shall not become payable to the Participant or his or her legal representative unless and until the Participant or his or
her legal representative shall have satisfied all applicable withholding obligations for Tax-Related Items (as defined in Section 8 below), if any,
in accordance with Section 8 hereof.
(ii) The Company shall not be required to issue or deliver any certificate or certificates (whether in electronic or other form) for any
shares of Common Stock in payment of the Award prior to the fulfillment of all of the following conditions: (A) the admission of the Common
Stock to listing on all stock exchanges on which the Common Stock is then listed, (B) the completion of any registration or other qualification of
the Common Stock under any state or federal law or under rulings or regulations of the Commission or other governmental regulatory body,
which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Common Stock is not so
registered, a determination by the Company that the issuance of the Common Stock would be exempt from any such registration or qualification
requirements, (C) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that the Committee
shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date
the Award becomes payable as the Committee may from time to time establish for reasons of administrative convenience, subject to compliance
with Section 409A of the Code.
(c) Payment Amount . If the LTI Grant is intended to constitute Qualified Performance-
Based Compensation, the Committee shall have the
right, in its sole discretion, to reduce the Performance Goal Attainment Factor (resulting in the reduction or elimination (including to zero), but
not an increase, in the amount otherwise payable under the LTI Grant) to take into account recommendations of the Chief Executive Officer of
the Company and/or such additional factors including qualitative factors, if any, that the Committee may deem relevant to the assessment of
individual or corporate performance for the Performance Cycle. If the LTI Grant is not intended to constitute Qualified Performance-Based
Compensation, the Committee shall retain the right, in its sole discretion, to modify the Performance Goal Attainment Factors (resulting in a
reduction, an increase or elimination (including to zero) of, the amount otherwise payable under the LTI Grant) to take into account
recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, that the
Committee may deem relevant to the assessment of individual or corporate performance for the Performance Cycle. Anything to the contrary in
the foregoing notwithstanding, in no event shall any such reduction or elimination of the amount payable under an LTI Grant contemplated in
the foregoing sentences increase the amount payable under an LTI Grant that is intended to constitute Qualified Performance-Based
Compensation.
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