Mondelez 2014 Annual Report Download - page 180

M ONDELĒZ I NTERNATIONAL , I NC .
C
HANGE IN C ONTROL P LAN FOR K EY E XECUTIVES
1. Definitions
For purposes of the Change in Control Plan for Key Executives, the following terms are defined as set forth below (unless the context clearly
indicates otherwise):
2
2005 Plan The Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from
time to time.
Annual Base
Salary Twelve times the higher of:
(i) the highest monthly base salary paid or payable to the Participant by the Mondelēz Group for the twelve-
month period immediately preceding the month in which the Change in Control occurs, or
(ii) the highest monthly base salary in effect at any time thereafter,
in each case including any base salary that has been earned and deferred.
Board
The Board of Directors of the Company.
Annual Incentive Award
Target
The annual incentive award that the Participant would receive for a fiscal year under the Management Incentive
Plan or any comparable annual incentive plan if the target goals were achieved.
Cause
As defined in Section 3.2(b)(i) of this Plan.
Change in Control
The occurrence of any of the following events:
(A) Acquisition of 20% or more of the outstanding voting securities of the Company by another entity or group;
excluding, however, the following:
(1) any acquisition by the Mondelēz Group;
(2) any acquisition by an employee benefit plan or related trust sponsored or maintained by any entity within the
Mondelēz Group; or
(3) any acquisition pursuant to a merger or consolidation described in clause (C) of this definition.
(B) During any consecutive 24 month period, persons who constitute the Board at the beginning of such period
cease to constitute at least 50% of the Board; provided that each new director who is approved by a majority of
the directors serving at the beginning of the 24 month period shall be deemed to have been a director at the
beginning of such 24 month period;