Mondelez 2014 Annual Report Download - page 174

assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any
such disposition, or upon the levy of any such process, in violation of the provisions herein, the LTI Grant shall immediately become null and
void and any rights to receive a payment under the LTI Grant shall be forfeited.
12. Rights as Shareholder . Neither the Participant nor any person claiming under or through the Participant shall have any of the rights or
privileges of a shareholder of the Company in respect of any shares of Common Stock issuable hereunder unless and until certificates
representing such Common Stock (which may be in uncertificated form) will have been issued and recorded on the books and records of the
Company or its transfer agents or registrars, and delivered to the Participant (including through electronic delivery to a brokerage account). After
such issuance, recordation and delivery, the Participant shall have all the rights of a shareholder of the Company, including with respect to the
right to vote the Common Stock and the right to receive any cash or share dividends or other distributions paid to or made with respect to the
Common Stock. Notwithstanding the foregoing, in accordance with Section 9 of the Plan, the Company may pay dividend equivalents on the
outstanding LTI Grant subject to such restrictions and conditions as the Committee may establish.
13. Adjustments . For LTI Grants that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals, as well as
the manner in which the LTI Award Payout is calculated is subject to adjustment as provided in Section 5(d) of the Plan and the Notice. For LTI
Grants not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to one or more of the
Performance Goals, as well as the manner in which the LTI Award Payout is calculated, as the Committee in its sole discretion deems
appropriate. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Participant.
14. NO GUARANTEE OF CONTINUED EMPLOYMENT
. THE PARTICIPANT HEREBY ACKNOWLEDGES AND AGREES THAT THE
VESTING OF THE LTI GRANT PURSUANT TO THE PROVISIONS OF THE PLAN AND THIS AGREEMENT IS EARNED ONLY IF
THE PERFORMANCE GOALS ARE ATTAINED AND THE OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT
AND THE PLAN ARE SATISFIED AND BY THE PARTICIPANT CONTINUING TO BE EMPLOYED (SUBJECT TO THE PROVISIONS
OF SECTION 3(b) HEREOF) AT THE WILL OF THE EMPLOYER (AND NOT THROUGH THE ACT OF BEING EMPLOYED BY THE
EMPLOYER, BEING GRANTED AN LTI GRANT, OR RECEIVING COMMON STOCK HEREUNDER). THE PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
RIGHT TO EARN A PAYMENT UNDER THE LTI GRANT SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED EMPLOYMENT DURING THE PERFORMANCE CYCLE, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH THE PARTICIPANT
’S RIGHT OR THE RIGHT OF THE EMPLOYER TO TERMINATE THE PARTICIPANT’S
EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE AND IN ACCORDANCE WITH APPLICABLE EMPLOYMENT LAWS
OF THE COUNTRY WHERE THE PARTICIPANT RESIDES OR BE INTERPRETED AS FORMING AN EMPLOYMENT OR SERVICE
CONTRACT WITH THE EMPLOYER.
15. Entire Agreement; Governing Law
. The Notice, the Plan and this Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the
subject matter hereof, and may not be modified adversely to the Participant’s interest except as provided in the Notice, the Plan or this
Agreement or by means of a writing signed by the Company and the Participant. Nothing in the Notice, the Plan and this Agreement (except as
expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the Plan and this
Agreement are to be
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