Mondelez 2014 Annual Report Download - page 171

grant and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as
applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction.
The Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the vesting or payment of any Award
relating to the LTI Grant or sale of shares of Common Stock issued pursuant to the Award, as the case may be, by deducting the number of
shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTI Award Payout or
otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of shares of
Common Stock as described herein, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common
Stock due to the Participant at vesting, notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such
Tax-Related Items withholding.
The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the vesting or payment of any Award relating
to the LTI Grant, the sale of shares of Common Stock issued pursuant to the Award or hypothetical withholding tax amounts if the Participant is
covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized
upon the open-market sale of the Common Stock received by the Participant. Such open-market sale is on the Participant’s behalf and at the
Participant’s direction pursuant to this authorization without further consent.
Furthermore, the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding arising from the vesting or payment
of any Award relating to the LTI Grant, or sale of shares issued pursuant to the Award, as the case may be, by withholding from the Participant’
s
wages or other cash compensation paid to the Participant by the Company and/or the Employer.
If the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Participant may elect the form of
withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company will deduct
the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTI
Award Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding.
Shares of Common Stock deducted from the LTI Award Payout in satisfaction of Tax-Related Items withholding shall be valued at the Fair
Market Value of the Common Stock received in payment of the Award on the date as of which the amount giving rise to the withholding
requirement first became includible in the gross income of the Participant under applicable tax laws. If the Participant is covered by a Company
tax equalization policy, the Participant also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under
the terms and conditions of such tax equalization policy.
To avoid any negative accounting treatment or for any other reason, the Company may withhold or account for Tax-Related Items or theoretical
taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates.
Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be
required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company
may refuse to issue or deliver the Common Stock if the Participant fails to comply with his or her Tax-Related Items obligations.
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