Mondelez 2014 Annual Report Download - page 175

construed in accordance with and governed by the substantive laws of the Commonwealth of Virginia, U.S.A., without giving effect to any
choice of law rule that would cause the application of the laws of any jurisdiction other than the substantive laws of the Commonwealth of
Virginia to the rights and duties of the parties. Unless otherwise provided in the Notice, the Plan or this Agreement, the Participant is deemed to
submit to the exclusive jurisdiction of the Commonwealth of Virginia, U.S.A., and agrees that such litigation shall be conducted in the courts of
Henrico County, Virginia, or the federal courts for the United States for the Eastern District of Virginia.
16. Conformity to Securities Laws . The Participant acknowledges that the Notice, the Plan and this Agreement are intended to conform to the
extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by
the Commission, including, without limitation, Rule 16b-
3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Notice,
the Plan and this Agreement shall be administered, and the LTI Grant is made, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Notice, the Plan and this Agreement shall be deemed amended to the extent necessary
to conform to such laws, rules and regulations.
17. Administration and Interpretation . The terms and provisions of the Plan (a copy of which will be made available online or furnished to the
Participant upon written request to the Office of the Corporate Secretary, Mondelēz International, Inc., Three Parkway North, Deerfield, Illinois
60015) are incorporated herein by reference. To the extent any provision in the Notice or this Agreement is inconsistent or in conflict with any
term or provision of the Plan, the Plan shall govern except as otherwise expressly set forth in this Agreement. The LTI Grant, the vesting of the
LTI Grant and any issuance of Common Stock upon payment of the LTI Grant are subject to, and shall be administered in accordance with, the
provisions of the Plan, as the same may be amended from time to time. Any question or dispute regarding the administration or interpretation of
the Notice, the Plan Agreement and this Agreement shall be submitted by the Participant or by the Company to the Committee. The resolution of
such question or dispute by the Committee shall be final and binding on all persons.
18. Headings . The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed a part of the LTI Grant
for construction or interpretation.
19. Notices . Any notice required or permitted hereunder shall be (i) given in writing and shall be deemed effectively given upon personal
delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by
certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in
these instruments, or to such other address as such party may designate in writing from time to time to the other party or (ii) delivered
electronically through the Company’s electronic mail system (including any notices delivered by a third-party) and shall be deemed effectively
given upon such delivery. Any documents required to be given or delivered to the Participant related to current or future participation in the Plan
may also be delivered through electronic means as described in Section 26 below.
20. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this
Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.
21. Severability . Whenever feasible, each provision of the Notice, this Agreement and the Plan shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision in the Notice, the Plan or this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of
the Notice, the Plan or this Agreement.
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