Mondelez 2014 Annual Report Download - page 170

(c) If any provision contained in this Section 6 shall for any reason, whether by application of existing law or law which may develop after
Participant’s acceptance of a Grant under the Plan be determined by a court of competent jurisdiction to be overly broad as to scope of activity,
duration or territory, the Participant agrees to join the Mondelēz Group in requesting such court to construe such provision by limiting or
reducing it so as to be enforceable to the extent compatible with then applicable law.
7. Clawback Policy/Forfeiture . The Participant understands and agrees that in the Committee’s sole discretion, the Company may cancel all or
part of the LTI Grant or require repayment by the Participant to the Company of all or part of any LTI Award Payout underlying any vested LTI
Grant pursuant to any recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company, including a violation of
Section 6 above, from time to time. In addition, any payments or benefits the Participant may receive hereunder shall be subject to repayment or
forfeiture as may be required to comply with the requirements under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), the
Exchange Act, rules promulgated by the Commission or any other applicable law, including the requirements of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, or any securities exchange on which the Common Stock is listed or traded, as may be in effect from time
to time.
8. Withholding Taxes . The Participant acknowledges that regardless of any action taken by the Company or, if different, the Employer, the
ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the
Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer, in their discretion, to
be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“ Tax-Related Items ”) is and remains his
or her responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that
the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of the LTI Grant, including the vesting or payment of any Award relating to the LTI Grant, the receipt of any dividends or cash
payments in lieu of dividends, or the subsequent sale of shares of Common Stock; and (b) do not commit to and are under no obligation to
structure the terms of the LTI Grant or any aspect of the Participant’s participation in the Plan to reduce or eliminate his or her liability for Tax-
Related Items or achieve any particular tax result. Further, if the Participant becomes subject to any Tax-Related Items in more than one
jurisdiction between the date of
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immediately preceding any such violation; or (ii) the date six (6) months prior to the Participant’s termination of employment
with the Mondelēz Group. The Participant shall repay to the Mondelēz Group the net proceeds in such a manner and on such
terms and conditions as may be required by the Mondelēz Group, and the Mondelēz Group shall be entitled to set-off against
the amount of any such net proceeds any amount owed to the Participant by the Mondelēz Group, to the extent that such set-
off is not inconsistent with Section 409A of the Code or other applicable law. For purposes of this Section, net proceeds shall
mean the fair market value of the shares of Common Stock less any Tax
-
Related Items; and
4. the Mondelēz Group shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or
other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity
of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of
posting any bond or other security as Participant acknowledges that such breach would cause the Mondelēz Group to suffer
irreparable harm. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages
or other available forms of relief.