Mondelez 2014 Annual Report Download - page 168

5. Treatment Upon a Change in Control .
(a) Grants under the Plan Are Assumed . Notwithstanding anything contained herein to the contrary or Section 6(a) of the Plan, upon a
Change in Control, the LTI Grant shall be converted to cash, regardless of actual or projected performance, equal in value to the product of
(a) the target number of shares of Common Stock specified in the LTI Grant Target multiplied by (b) the closing share price of the Common
Stock on last trading day immediately preceding the closing date of the Change in Control (the “ Change in Control Value ”). For the avoidance
of doubt, if the LTI Grant Target is denominated in cash only, then the Change in Control Value will equal the dollar amount of the LTI Grant
Target. Following the Change in Control, if outstanding Grants other than Incentive Awards under the Plan are assumed or replaced in
accordance with Section 6(a)(i) of the Plan, then so long as the Participant remains employed with the Mondelēz Group (or any successor entity
thereto), the Change in Control Value and any accrued but unpaid dividend equivalents through the date of the Change in Control will be paid to
the Participant within 60 days following the last day of the Performance Cycle; provided, however, if the Participant’s employment with, or
performance of services for, the Mondelēz Group (or any successor entity thereto) is terminated by the Mondelēz Group (or any successor entity
thereto) for any reasons other than Cause within the two-year period commencing on the Change in Control, then the Participant will receive a
pro rata payment within 60 days following termination equal to the product of (a) the Change in Control Value multiplied by (b) a fraction
whereby the numerator is the number of days completed in the applicable Performance Cycle and the denominator of which is the total number
of days in the Performance Cycle, plus any accrued but unpaid dividend equivalents through the date of the Change in Control. For the
avoidance of doubt, if the Participant is eligible to participate in the Mondelēz International, Inc. Change in Control Plan for Key Executives,
this Section 5(a) will only apply if the Participant does not terminate employment with the Mondelēz Group (or any successor entity thereto)
during the Performance Cycle related to the LTI Grant. If the Participant is eligible to participate in the Mondelēz International, Inc. Change in
Control Plan for Key Executives and terminates employment with the Mondelēz Group (or any successor entity thereto) during the Performance
Cycle, then payment will be made in accordance with the Mondelēz International, Inc. Change in Control Plan for Key Executives.
(b) Grants under the Plan Are Not Assumed . If outstanding Grants other than Incentive Awards under the Plan are not assumed or
replaced in accordance with Section 6(a)(i) of the Plan, then the Participant will receive a pro rata cash payment immediately following the
Change in Control equal to the product of (a) the Change in Control Value multiplied by (b) a fraction whereby the numerator is the number of
days completed in the applicable Performance Cycle and the denominator of which is the total number of days in the Performance Cycle, plus
any accrued but unpaid dividend equivalents through the date of the Change in Control.
6. Restrictions and Covenants .
(a) In addition to such other conditions as may be established by the Company or the Committee, in consideration for making a Grant
under the terms of the Plan, the Participant agrees and covenants as follows for a period of twelve (12) months following the date of Participant’
s
termination of employment from the Mondelēz Group:
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1. to protect the Mondelēz Group’s legitimate business interests in its confidential information, trade secrets and goodwill, and
to enable the Mondelēz Group’s ability to reserve these for the exclusive knowledge and use of the Mondelē
z Group, which is
of great competitive importance and commercial value to the Mondelēz Group, the Participant, without the express written
permission of the Executive Vice President of Human Resources of the Company, will not engage in any conduct in which
Participant contributes his/her knowledge and skills, directly or indirectly, in whole or in part, as an executive,