Mondelez 2014 Annual Report Download - page 176

22. Code Section 409A . This LTI Grant is intended to be exempt from Section 409A of the Code and shall be interpreted, operated and
administered in a manner consistent with such intent. This Agreement may be amended at any time, without the consent of any party, to avoid
the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under
Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in the Agreement or the
Plan shall provide a basis for any person to take action against the Mondelēz Group based on matters covered by Section 409A of the Code,
including the tax treatment of any amount paid under the LTI Grant made hereunder, and Mondelēz Group shall not under any circumstances
have any liability to any participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this
Agreement, including taxes, penalties or interest imposed under Section 409A of the Code.
23. No Advice Regarding LTI Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of any shares of Common Stock
issued in payment of the LTI Grant. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors
regarding the Participant’s participation in the Plan before taking any action related to the Plan.
24. Language . If the Participant has received this Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the English version, the English version will control.
25. Appendix . Notwithstanding any provisions in this Agreement, the LTI Grant shall be subject to any special terms and conditions set forth in
Appendix A to this Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in
Appendix A, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the
application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this
Agreement.
26. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the
Company.
27. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Participant’s participation in the
Plan or on the LTI Grant and on any shares of Common Stock issued in payment of the LTI Grant, to the extent the Company determines it is
necessary or advisable for legal or administrative reasons and to require the Participant to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.
28. Insider Trading/Market Abuse Laws . The Participant acknowledges that the Participant is subject to insider trading and/or market abuse
laws, which affect the Participant’s ability to acquire or sell shares of Common Stock under the Plan during such times as the Participant is
considered to have “material nonpublic information” or “inside information” (as defined by the laws in the Participant’s country). The
Participant also acknowledges that the Participant is subject to the Company’s insider trading policy, and the requirements of applicable laws
may or may not be consistent with the terms of the Company’s insider trading policy. The Participant acknowledges that it is his or her
responsibility to be informed of and compliant with any such laws, and is hereby advised to speak to his or her personal advisor on this matter.
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