Mondelez 2014 Annual Report Download - page 185

3.2. Termination of Employment .
In order for a Participant to terminate employment for Good Reason, the Participant must notify the Company of any event purporting to
constitute Good Reason within 45 days following the Participant’s knowledge of its existence. If the Company or the Employer fails to take full
corrective action within 30 days of the Participant’s notice, the Participant’s termination of employment will constitute Good Reason for
purposes of this Plan.
7
(a)
Terminations that give rise to Separation Benefits under this Plan.
The circumstances specified in this Section 3.2(a) are any termination
of employment with the Employer by action of the Mondelēz Group or by a Participant for Good Reason, other than as set forth in
Section 3.2(b) below. For purposes of this Plan,
“
Good Reason
”
shall mean:
(i) the assignment to the Participant of any duties substantially inconsistent with the Participant’s position, authority, duties or responsibilities in effect immediately prior to the Change in Control, or any other action by the Mondelēz Group that results in a
marked diminution in the Participant
’
s position, authority, duties or responsibilities, excluding for this purpose:
a. changes in the Participant’s position, authority, duties or responsibilities that are consistent with the Participant’s education,
experience, etc.; and
b. an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Mondelēz Group promptly
after receipt of notice thereof given by the Participant;
(ii) any material reduction in the Participant’s base salary, annual incentive or long-term incentive opportunity as in effect immediately
prior to the Change in Control;
(iii) the Mondelēz Group’s requiring the Participant to be based at any office or location other than any other location that does not
extend the Participant
’
s home to work commute as of the time of the Change in Control by more than 50 miles; or
(iv) any failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Plan in the same
manner and to the same extent that the Company or the Employer would be required to perform it if no such succession had taken
place, as and to the extent required by Section 5.
(b)
Terminations that DO NOT give rise to Separation Benefits under this Plan.
Notwithstanding Section 3.2(a), if a Participant’s
employment is terminated for Cause or Disability (as those terms are defined below) or as a result of the Participant’s death, or the
Participant terminates his or her own employment other than for Good Reason, the Participant shall not be entitled to Separation Benefits
under the Plan, regardless of the occurrence of a Change in Control.
(i)
A termination for
“
Cause
”
shall have occurred where a Participant is terminated because of:
a. Continued failure to substantially perform the Participant’s job’s duties (other than resulting from incapacity due to
disability);