Mondelez 2014 Annual Report Download - page 187

(B) the product of (x) the Participant’s Annual Incentive Award Target and (y) a fraction, the numerator of which is the number of
days in the current fiscal year through the Date of Termination and the denominator of which is 365, plus
(C) the product of (x) the value equal to the product of (i) the target number of shares under the Participant’s Long-Term Incentive
Grant Target multiplied by (ii) the closing share price of the Common Stock (as defined in the 2005 Plan) on the last trading day
immediately preceding the closing date of the Change in Control; provided, however, if the Long-Term Incentive Grant Target is
denominated and payable in cash, then the value will equal the target cash value and (y) a fraction, the numerator of which is the
number of days the Participant has been actively employed during the applicable performance cycle through the Participant’
s Date of
Termination and the denominator of which is the total number of days in the performance cycle, plus any accrued but unpaid
dividend equivalents on the Participant’s Long-Term Incentive Grant Target up to the date of the Change in Control, plus
(D) any accrued vacation pay, in each case to the extent not theretofore paid.
The sum of the amounts described in sub clauses (A), (B), (C) and (D) shall be referred to as the “Accrued Obligations”.
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(b) The Employer also shall pay to the Participant, in a lump sum in cash within 30 days after the Date of Termination (or, if later, 30 days
after the date of the Change in Control), or on such later date as required under Section 3.3(g), an amount (“Separation Pay”) equal to the
product of (A) two (or in the case of a Participant who served as Chairman and/or Chief Executive Officer immediately prior to the Change
in Control, 2.99) and (B) the sum of (x) the Participant’s Annual Base Salary and (y) the Participant’s Annual Incentive Award Target,
reduced (but not below zero) in the case of any Participant who is a Non-
U.S. Executive by the U.S. dollar equivalent (determined as of the
Participant’s Date of Termination) of any payments made to the Participant under the laws of his or her designated home country or any
program or policy of the Employer in such country on account of the Participant
’
s termination of employment.
(c) Solely with respect to U.S. Participants, for two years after the Participant’s Date of Termination (or, if later, the date of the Change in
Control), (or in the case of a Participant who served as Chairman and/or Chief Executive Officer immediately prior to the Change in
Control, three years), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the
Employer shall continue welfare benefits to the Participant and/or the Participant’s family at least equal to those that would have been
provided to them in accordance with the plans, programs, practices and policies (including, without limitation, medical, prescription,
dental, disability, employee/spouse/child life insurance, executive life, estate preservation (second-to-
die life insurance) and travel accident
insurance plans and programs), as if the Participant’s employment had not been terminated, or, if more favorable to the Participant, as in
effect generally at any time thereafter with respect to other peer executives of the Mondelēz Group and their families; provided, however,
that if the Participant becomes reemployed with