Common use of Nature of the Grant Clause in Contracts

Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows: (a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (b) The grant of the PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs or benefits in lieu of PSUs even if PSUs have been awarded repeatedly in the past. All decisions with respect to future grants of PSUs and/or Shares, if any, are at the Company’s sole discretion. (c) The PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope of the Participant’s employment or services contract, if any. (d) The Participant is voluntarily participating in the Plan. (e) The PSUs, the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, retirement or welfare benefits; or similar payments) and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (i) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows: (a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (b) The grant of the PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs or benefits in lieu of PSUs even if PSUs have been awarded repeatedly in the past. All decisions with respect to future grants of PSUs and/or Shares, if any, are at the Company’s sole discretion. (c) The PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope of the Participant’s employment or services contract, if any. (d) The Participant is voluntarily participating in the Plan. (e) The PSUs, the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares are not part of normal or expected compensation or salary for any purpose (purpose, including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) , and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (ih) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable local labor laws or the Participant’s employment agreement, if anylaws. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her entitlement to pursue such claim. (ji) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable local labor laws or the Participant’s employment agreement, if anylaws, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable local law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (kj) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By Nothing herein shall be construed as giving the Grantee any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Grantee. Further, by accepting this Agreementgrant of RSUs, the Participant Grantee acknowledges as followsthat: (a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (b) The grant of the PSUs RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of PSUs RSUs, or benefits in lieu of PSUs RSUs, even if PSUs RSUs have been awarded granted repeatedly in the past. All ; b) all decisions with respect to future grants of PSUs and/or SharesRSU grants, if any, are will be at the Company’s sole discretion.discretion of the Committee; (c) The PSUs the Grantee is voluntarily participating in the Plan; d) the RSUs and the Shares subject to the PSUs RSUs are extraordinary items that which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and the PSUs which are outside the scope of the ParticipantGrantee’s employment or services contract, if any.; (d) The Participant is voluntarily participating in the Plan. (e) The PSUs, the RSUs and the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares RSUs are not part of normal or expected compensation or salary for any purpose (including purpose, including, but not limited to the calculation of to, calculating any severance, resignation, termination, dismissal, redundancy, dismissal or end of end-of-service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company.Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; (gf) Unless the parties otherwise agree, the PSUs, RSUs and the Shares subject to the PSUsRSUs are not intended to replace any pension rights or compensation; g) the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, and the income and value Employing Company or any Subsidiary or affiliate of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.Corporation; (h) The the future value of the Shares underlying the PSUs RSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value.; (i) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from forfeiture of the RSUs resulting from termination of the PSUs or Shares, diminution in value of the Shares or termination of the ParticipantGrantee’s employment or other service relationship by the Corporation or the Employing Company (for any reason whatsoever and whether or not in breach of applicable labor laws laws), and in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Participant’s employment agreementEmploying Company, waives his or her ability, if any. The Participant irrevocably , to bring any such claim, and releases the Corporation and the Employing Company from any such claim that may arise. Ifclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting this Agreementparticipating in the Plan, the Participant is Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; j) it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs; k) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs; and l) the Grantee is hereby advised to consult with his or her entitlement own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By In accepting this Agreementthe Deferred Stock Units, the Participant acknowledges as followsEmployee acknowledges, understands, and agrees that: (a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.; (b) The grant of the PSUs Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs Grants, or benefits in lieu of PSUs Deferred Stock Units, even if PSUs Deferred Stock Units have been awarded repeatedly granted in the past. All ; (c) all decisions with respect to future grants of PSUs and/or SharesGrants, if any, are will be at the Company’s sole discretion. (c) The PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope discretion of the Participant’s employment or services contract, if any.Committee; (d) The Participant is voluntarily participating the Employee’s participation in the Plan.Plan is voluntary; (e) The PSUs, the Shares Deferred Stock Units and the shares of Common Stock subject to the PSUs, and the income and value of the PSUs and Shares Deferred Stock Units are not intended to replace any pension rights or compensation.; (f) The PSUsthe Grant and the shares of Common Stock subject to the Deferred Stock Units and the income and the value of the same are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the SharesDeferred Stock Units and the shares of Common Stock underlying the Deferred Stock Units, and the income and value of the PSUs same, are not granted as consideration for, or in connection with, the service the Employee may provide as a director of any entity of the Mondelēz Group; (i) the Employee is hereby advised to consult with the Employee’s own personal tax, legal and Shares financial advisors regarding the Employee’s participation in the Plan before taking any action related to the Plan and that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan or Employee’s acquisition or sale of the underlying shares of Common Stock; (j) unless otherwise provided in the Plan or by the Company in its discretion, the Grant of Deferred Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Deferred Stock Units or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and (k) if the Employee is providing services outside the United States: i. the Deferred Stock Units and the shares of Common Stock subject to the Deferred Stock Units are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, retirement or welfare benefits; or similar payments) and in no event should be considered as compensation for, or relating in any way to, past services for purpose; ii. neither the Company. (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value Employer nor any member of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs is unknown and cannot Mondelēz Group shall be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (i) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participantthe Employee’s local currency and the United States Dollar that may affect the value of the PSUs Deferred Stock Units or any shares of Common Stock delivered to the Employee upon vesting of the Deferred Stock Units or of any amounts due proceeds resulting from the Employee’s sale of such shares; and iii. no claim or entitlement to Participant pursuant to the settlement compensation or damages shall arise from forfeiture of the PSUs Deferred Stock Units resulting from the termination of the Employee’s employment or other service relationship by the Company or the subsequent sale Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of his or her employment agreement, if any), and in consideration of the Grant to which the Employee is otherwise not entitled, the Employee agrees not to institute any Shares acquired upon settlementclaim against the Mondelēz Group, waives his or her ability, if any, to bring any such claim, and releases the Mondelēz Group from any such claims. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

Nature of the Grant. By Nothing herein shall be construed as giving the Grantee any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Grantee. Further, by accepting this Agreementgrant of RSUs, the Participant Grantee acknowledges as followsthat: (a) The the Plan is established voluntarily by the CompanyCorporation, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company Corporation at any time, to the extent permitted by the Plan.its terms; (b) The the grant of the PSUs RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of PSUs RSUs, or benefits in lieu of PSUs RSUs, even if PSUs RSUs have been awarded repeatedly granted in the past. All ; c) all decisions with respect to future grants of PSUs and/or SharesRSU grants, if any, are will be at the Company’s sole discretion.discretion of the Committee or its delegee, as applicable; (cd) The PSUs the Grantee is voluntarily participating in the Plan; e) the RSUs and the Shares subject to the PSUs RSUs are extraordinary items that which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and the PSUs which are outside the scope of the ParticipantGrantee’s employment or services contract, if any.; (df) The Participant is voluntarily participating in the Plan. (e) The PSUs, RSUs and the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares RSUs are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal or end of end-of-service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company.Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; (g) Unless the parties otherwise agree, the PSUs, RSUs and the Shares subject to the PSUsRSUs are not intended to replace any pension rights or compensation; h) the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, and the income and value Employing Company or any Subsidiary or affiliate of the same are not consideration for, or granted in connection with, any service Corporation; i) the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs RSUs is unknown unknown, indeterminable and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value.; (ij) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from forfeiture of the RSUs resulting from termination of the PSUs or Shares, diminution in value of the Shares or termination of the ParticipantGrantee’s employment or other service relationship by the Corporation or the Employing Company (for any reason whatsoever and whether or not in breach of applicable labor laws or the Participantterms of the Grantee’s employment agreement, if any. The Participant ), and in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim that may arise. Ifclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting this Agreementparticipating in the Plan, the Participant is Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs; l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs; m) the Grantee is xxxxxx advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan; n) unless otherwise provided in the Plan or by the Corporation in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to pursue have the RSUs or any such claim.benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Corporation; and o) the following provisions apply only if the Grantee is providing services outside the United States: (ji) Further, if the Participant ceases RSU and Shares subject to be an Eligible Participant the RSU are not part of normal or expected compensation or salary for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan.purpose; and (kii) The Participant the Grantee acknowledges and agrees that neither the Corporation, the Employing Company nor any Subsidiary or affiliate of its affiliates or agents is the Corporation shall be liable for any foreign exchange rate fluctuation between Participant’s the local currency and the United States Dollar that may affect the value of the PSUs RSUs or of any amounts due to Participant Grantee pursuant to the settlement of the PSUs RSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By In accepting this Agreementthe Stock Grant, the Participant acknowledges as followsthat: (a) The the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.; (b) The grant of the PSUs Stock Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs Stock Grants, or benefits in lieu of PSUs Stock Grants even if PSUs Stock Grants have been awarded repeatedly in the past. All ; (c) all decisions with respect to future grants of PSUs and/or SharesStock Grants, if any, are will be at the sole discretion of the Company’s sole discretion.; (cd) The PSUs the Participant’s participation in the Plan is voluntary; (e) Stock Grants and the Shares subject to the PSUs Stock Grants are an extraordinary items item that do not constitute regular compensation of any kind for services of any kind rendered to the CompanyCompany or to the Employer, and the PSUs Stock Grants are outside the scope of the Participant’s employment or services contract, if any.; (df) The Participant is voluntarily participating in the Plan. (e) The PSUs, Stock Grants and the Shares subject to the PSUs, and the income and value of the PSUs and Shares Stock Grants are not intended to replace any pension rights or compensation.; (fg) The PSUs, the Shares, Stock Grants and the income and value of Shares subject to the PSUs and Shares Stock Grants are not part of normal or expected compensation or salary for any purpose (including purpose, including, but not limited to the to, calculation of any severance, resignation, termination, redundancy, dismissal or end of dismissal, end-of-service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and Restricted Stock Agreement Form in no event should be considered as compensation for, or relating in any way to, past services for the Company. (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value of the same are not consideration for, Employer or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.Subsidiary; (h) The the Stock Grants and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (i) the future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value.; (ij) In in consideration of the grant of the PSUsStock Grants, no claim or entitlement to compensation or damages arises from termination forfeiture of the PSUs or Shares, diminution in value of the Shares or Stock Grants resulting from termination of the Participant’s employment or other service service-providing relationship by with the Company or the Employer (for any reason whatsoever and whether or not in breach of any applicable labor laws or law) and the Participant’s employment agreement, if any. The Participant irrevocably releases the Company and the Employer from any such claim that may arise. If; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is shall be deemed irrevocably to have waived his or his/her entitlement to pursue such claim.; and (jk) Further, if Stock Grants and the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs benefits under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has automatically transfer to another company in the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes case of this Agreement and the Plana merger, takeover or transfer of liability. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows: (a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (b) The grant of the PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs or benefits in lieu of PSUs even if PSUs have been awarded repeatedly in the past. All decisions with respect to future grants of PSUs and/or Shares, if any, are at the Company’s sole discretion. (c) The PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope of the Participant’s employment or services contract, if any. (d) The Participant is voluntarily participating in the Plan. (e) The PSUs, the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, retirement or welfare benefits; or similar payments) and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (i) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By entering into this Agreement and accepting this Agreementthe grant of the PSUs evidenced hereby, the Participant acknowledges as follows: that: (ai) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to time unless otherwise provided in the extent permitted by Plan and this Agreement; (ii) the Plan. (b) The grant of the PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of PSUs stock units, or benefits in lieu of PSUs stock units, even if PSUs stock units have been awarded repeatedly granted in the past. All ; (iii) all decisions with respect to future grants of PSUs and/or Sharesgrants, if any, are will be at the sole discretion of the Company; (iv) Participant’s sole discretion. participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Participant’s employment relationship at any time; (cv) The Participant’s participation in the Plan is voluntary; (vi) the PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the CompanyCompany or the Employer, and the PSUs which are outside the scope of the Participant’s employment or services contract, if any. ; (dvii) The Participant is voluntarily participating in the Plan. (e) The PSUs, the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares are not part of normal or expected compensation or salary for any purpose (including including, but not limited to the calculation of to, calculating any severance, resignation, termination, redundancy, dismissal or dismissal, end of service payments; , bonuses; , long-service awards; pension, retirement pension or welfare benefits; or retirement benefits (including the 401(k) Savings and Investment Plan and the Deferred Compensation Plan) or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (g) Unless the parties otherwise agree, the PSUsEmployer or any Parent, Subsidiary or Affiliate; (viii) the PSUs and the Shares subject to the PSUs, and PSUs are not intended to replace any pension rights or compensation; (ix) the income and value vesting of this Award ceases upon termination of the same are not consideration foremployment relationship as described in Section 6 of this Agreement, or granted except as may otherwise be explicitly provided in connection with, any service the Participant may provide as a director of a subsidiary of Plan document; (x) the Company. (h) The future value of the underlying Shares underlying the PSUs is unknown unknown, indeterminable and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. ; (ixi) In consideration of the grant of the PSUsPSUs and Participant’s participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Parent, Subsidiary or Affiliate; and furthermore, the PSU grant shall not be interpreted to form an employment contract with the Employer; (xii) no claim or entitlement to compensation or damages arises shall arise from termination forfeiture of the PSUs or Shares, diminution in value of resulting from the Shares or termination of the Participant’s employment or other service relationship by the Company (for any reason whatsoever and whatsoever, whether or not later found to be invalid or in breach of applicable labor employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any. The Participant irrevocably releases ); and (xiii) unless otherwise provided in the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his Plan or her entitlement to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participantin its discretion, the PSUs and will not be extended the benefits evidenced by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and do not create any entitlement to have the PlanAward or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By accepting this Agreementthe RSUs and Dividend Equivalents, the Participant acknowledges as followsand agrees that: (a) The the Plan is established voluntarily by the Company, is wholly discretionary in nature and may be modified, amended, suspended suspended, or terminated by the Company at any time, to the extent permitted by the Plan.; (b) The the grant of the PSUs RSUs and tandem Dividend Equivalents is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of PSUs restricted stock units or dividend equivalents, or benefits in lieu of PSUs restricted stock units or dividend equivalents, even if PSUs restricted stock units or dividend equivalents have been awarded repeatedly granted in the past. All ; (c) all decisions with respect to future grants of PSUs restricted stock units and/or Sharesdividend equivalents or other grants, if any, are will be at the Company’s sole discretion. (c) The PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation discretion of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope of the Participant’s employment or services contract, if any.; (d) The Participant is voluntarily participating in the Plan.; (e) The PSUs, the RSUs and Dividend Equivalents and any Shares subject to acquired under the PSUsPlan, and the income from and value of the PSUs and Shares same, are not intended to replace any pension rights or compensation.; (f) The PSUs, the SharesRSUs and Dividend Equivalents and any Shares acquired under the Plan, and the income from and value of the PSUs and Shares same, are not part of normal or expected compensation or salary for any purpose (purposes, including but not limited to the calculation of to, calculating any severance, resignation, termination, redundancy, dismissal or end of dismissal, end-of-service payments; , bonuses; , long-service awards; pension, holiday pay, pension or retirement or welfare benefits; benefits or similar payments) and in no event should be considered as compensation for, or relating in any way to, past services for the Company.; (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs RSUs is unknown unknown, indeterminable, and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value.; (ih) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises shall arise from termination forfeiture of any portion of the PSUs RSUs and Dividend Equivalents resulting from Participant’s Termination of Service (for any reason whatsoever and regardless of whether or Sharesnot later found to be invalid or in breach of Applicable Laws in the jurisdiction where Participant is providing service or the terms of Participant’s employment or other service agreement, diminution in value if any), Participant’s breach of any Restrictive Covenants and/or the application of any recoupment, recovery, or clawback policy otherwise required by Applicable Laws; (i) for purposes of the Shares or termination of RSUs and Dividend Equivalents, the Participant’s employment or other service relationship by Service Provider status will be considered terminated as of the Company date he or she is no longer actively providing services to the Company, the Service Recipient or any other Subsidiary (regardless of the reason for any reason whatsoever such termination and whether or not later found to be invalid or in breach of applicable labor employment laws in the jurisdiction where Participant is employed or the Participant’s terms of his or her employment agreement, if any. The Participant irrevocably releases ), and unless otherwise expressly determined by the Company from any such claim that may arise. IfCompany, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of vest in the PSUs RSUs or Dividend Equivalents under this Agreement and the Plan, if any, terminates effective will terminate as of the such date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period (e.g., the Participant’s period of Service Provider status would not include any contractual notice period or any period of “garden leave” or similar period mandated under applicable law. The Company has employment laws in the jurisdiction where he or she is employed or providing services or the terms of Participant’s employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer an Eligible Participant actively providing services for purposes of this Agreement the RSUs and Dividend Equivalents (including whether Participant may still be considered to be providing services while on a leave of absence); (j) unless otherwise agreed with the Company in writing, the RSUs, the Shares subject to the RSUs, and the Plan.Dividend Equivalents and the income from and value of the same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary or other affiliate; (k) The Participant acknowledges unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and agrees that Dividend Equivalents and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs, the Dividend Equivalents and/or any such other benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (l) neither the Company nor any of its affiliates or agents is Subsidiary thereof shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar U.S. dollar that may affect the value of the PSUs RSUs or Dividend Equivalents or of any amounts due to Participant pursuant to the settlement vesting of the PSUs RSUs or Dividend Equivalents or the subsequent sale of any Shares acquired upon settlementsettlement of the RSUs.

Nature of the Grant. By accepting this Agreementparticipating in the Plan and in exchange for receiving the LTI Grant, the Participant acknowledges as followsacknowledges, understands and agrees that: (a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.; (b) The grant of the PSUs LTI Grant is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs awards, or benefits in lieu of PSUs LTI Grants, even if PSUs LTI Grants have been awarded repeatedly made in the past. All ; (c) all decisions with respect to future grants of PSUs and/or SharesLTI Grants, if any, are will be at the Company’s sole discretion. (c) The PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope discretion of the Participant’s employment or services contract, if any.Committee; (d) The Participant is voluntarily participating the Participant’s participation in the Plan.Plan is voluntary; (e) The PSUs, the Shares LTI Grant and the shares of Common Stock subject to the PSUs, and the income and value of the PSUs and Shares LTI Grant are not intended to replace any pension rights or compensation.; (f) The PSUsthe LTI Grant and the shares of Common Stock subject to the LTI Grant and the income and the value of the same are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, retirement or welfare benefits or similar payments; (g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted; (h) unless otherwise agreed with the Company, the SharesLTI Grant and the shares of Common Stock underlying the LTI Grant, and the income and value of the PSUs same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any entity of the Mondelēz Group; and (i) the following provisions apply only if the Participant is providing services outside the United States: (i) the LTI Grant and Shares the shares of Common Stock subject to the LTI Grant are not part of normal or expected compensation or salary for any purpose purpose; (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, retirement or welfare benefits; or similar paymentsii) and in no event should be considered as compensation for, or relating in any way to, past services for neither the Company. (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value Employer nor any other member of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs is unknown and cannot Mondelēz Group shall be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (i) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the PSUs LTI Grant or any shares of Common Stock delivered to the Participant upon vesting of the LTI Grant or of any amounts due proceeds resulting from the Participant’s sale of such shares; and (iii) no claim or entitlement to Participant pursuant to the settlement compensation or damages shall arise from forfeiture of the PSUs LTI Grant resulting from the failure to reach Performance Goals or termination of the Participant’s employment or other service relationship by the Company or the subsequent sale Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of his or her employment agreement, if any), and in consideration of the LTI Grant to which the Participant is otherwise not entitled, the Participant agrees not to institute any Shares acquired upon settlementclaim against the Mondelēz Group, waives his or her ability, if any, to bring any such claim, and releases the Mondelēz Group from any such claims. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

Nature of the Grant. By Nothing herein shall be construed as giving the Grantee any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Grantee. Further, by accepting this Agreementgrant of RSUs, the Participant Grantee acknowledges as follows: (that: a) The the Plan is and the Administrative Regulations are established voluntarily by the CompanyCorporation, is they are discretionary in nature and may be modified, amended, suspended or terminated by the Company Corporation at any time, to the extent permitted by the Plan. (their terms; b) The the grant of the PSUs RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of PSUs RSUs, or benefits in lieu of PSUs RSUs, even if PSUs RSUs have been awarded repeatedly granted in the past. All ; c) all decisions with respect to future grants of PSUs and/or SharesRSU grants, if any, are will be at the Company’s sole discretion. (cdiscretion of the Committee; d) The PSUs the Grantee is voluntarily participating in the Plan; e) the RSUs and the Shares subject to the PSUs RSUs are extraordinary items that which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and the PSUs which are outside the scope of the ParticipantGrantee’s employment or services contract, if any. (d; f) The Participant is voluntarily participating in the Plan. (e) The PSUs, RSUs and the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares RSUs are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal or end of end-of-service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; g) Unless the parties otherwise agree, the PSUs, RSUs and the Shares subject to the PSUsRSUs are not intended to replace any pension rights or compensation; h) the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, and the income and value Employing Company or any Subsidiary or affiliate of the same are not consideration for, or granted in connection with, any service Corporation; i) the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs RSUs is unknown unknown, indeterminable and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (i; j) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from forfeiture of the RSUs resulting from termination of the PSUs or Shares, diminution in value of the Shares or termination of the ParticipantGrantee’s employment or other service relationship by the Corporation or the Employing Company (for any reason whatsoever and whether or not in breach of applicable labor laws or the Participantterms of the Grantee’s employment agreement, if any. The Participant ), and in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim that may arise. Ifclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting this Agreementparticipating in the Plan, the Participant is Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs; l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs; m) the Grantee is hereby advised to consult with his or her entitlement own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to pursue such claim. (jthe Plan; n) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not unless otherwise provided in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if anyAdministrative Regulations or by the Corporation in its discretion, terminates effective as the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the date that Corporation; and o) the Participant following provisions apply only if the Grantee is no longer actively employed by providing services outside the Company United States: (i) the RSU and Shares subject to the RSU are not part of normal or is no longer otherwise an Eligible Participant, expected compensation or salary for any purpose; and will not be extended by any notice period mandated under applicable law. The Company has (ii) the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant Grantee acknowledges and agrees that neither the Corporation, the Employing Company nor any Subsidiary or affiliate of its affiliates or agents is the Corporation shall be liable for any foreign exchange rate fluctuation between Participant’s the local currency and the United States Dollar that may affect the value of the PSUs RSUs or of any amounts due to Participant Grantee pursuant to the settlement of the PSUs RSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By In accepting this Agreementthe grant of RSUs, the Participant acknowledges as followsthat: (a) The the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.; (b) The the grant of the PSUs RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs RSUs, or benefits in lieu of PSUs RSUs even if PSUs RSUs have been awarded repeatedly in the past. All ; Independent Director RSU Agreement – 1 year vesting Updated 9/22/09 (c) all decisions with respect to future grants of PSUs and/or SharesRSUs, if any, are will be at the sole discretion of the Company’s sole discretion.; (cd) The PSUs the Participant’s participation in the Plan is voluntary; (e) RSUs and the Shares subject to the PSUs RSUs are an extraordinary items item that do not constitute regular compensation of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope of the Participant’s employment or services contract, if any.; (df) The Participant is voluntarily participating in the Plan. (e) The PSUs, RSUs and the Shares subject to the PSUs, and the income and value of the PSUs and Shares RSUs are not intended to replace any pension rights or compensation.; (fg) The PSUs, the Shares, RSUs and the income and value of Shares subject to the PSUs and Shares RSUs are not part of normal or expected compensation or salary for any purpose (including purpose, including, but not limited to the to, calculation of any severance, resignation, termination, redundancy, dismissal or end of dismissal, end-of-service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value of the same are not consideration for, Company or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company.Subsidiary; (h) The the award of RSUs and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (i) the future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value.; (ij) In in consideration of the grant of the PSUsRSUs, no claim or entitlement to compensation or damages arises from termination forfeiture of the PSUs or Shares, diminution in value of the Shares or RSUs resulting from termination of the Participant’s employment or other service service-providing relationship by with the Company (for any reason whatsoever and whether or not in breach of any applicable labor laws or law) and the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is shall be deemed irrevocably to have waived his or his/her entitlement to pursue such claim.; and (jk) Further, if RSUs and the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs benefits under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has automatically transfer to another company in the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes case of this Agreement and the Plana merger, takeover or transfer of liability. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By In accepting this Agreementthe Award, the Participant acknowledges as followsacknowledges, understands and agrees that: (a) The the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.; (b) The the grant of the PSUs Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of PSUs Units, or benefits in lieu of PSUs Units, even if PSUs Units have been awarded repeatedly granted in the past. All ; (c) all decisions with respect to future grants of PSUs and/or SharesUnits or other grants, if any, are will be at the Company’s sole discretion. (c) The PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation discretion of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope of the Participant’s employment or services contract, if any.; (d) The the Units grant and the Participant's participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Participant's employment or service relationship (if any); (e) the Participant is voluntarily participating in the Plan.; (ef) The PSUs, the Units and the Shares subject to the PSUs, and the income and value of the PSUs and Shares Units are not intended to replace any pension rights or compensation.; (fg) The PSUs, the SharesUnits and the Shares subject to the Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (h) the PSUs future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; (i) no claim or entitlement to compensation or damages shall arise from forfeiture of the Units resulting from the termination of the Participant's employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's employment contract, if any), and in consideration of the grant of the Units to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or Affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (j) unless otherwise provided in the Plan or determined by the Company in its discretion, the Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (k) the following provisions apply only if the Participant is providing services outside the United States: (i) the Units and the Shares subject to the Units are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service paymentspurpose; bonuses; long-service awards; pension, retirement or welfare benefits; or similar payments) and in no event should be considered as compensation for, or relating in any way to, past services for the Company.and (gii) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (i) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her entitlement to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant acknowledges and agrees that neither the Company Company, the Employer nor any of its affiliates Subsidiary or agents is Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s 's local currency and the United States Dollar that may affect the value of the PSUs Units or of any amounts due to the Participant pursuant to the settlement of the PSUs Units or the subsequent sale of any Shares acquired upon settlement.

Nature of the Grant. By Nothing herein shall be construed as giving the Grantee any right to be retained in the employ of an Employing Company or affect any right which the Employing Company may have to terminate the employment of such Grantee. Further, by accepting this Agreementgrant of RSUs, the Participant Grantee acknowledges as follows: (that: a) The the Plan is and the Administrative Regulations are established voluntarily by the CompanyCorporation, is they are discretionary in nature and may be modified, amended, suspended or terminated by the Company Corporation at any time, to the extent permitted by the Plan. (their terms; b) The the grant of the PSUs RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards grants of PSUs RSUs, or benefits in lieu of PSUs RSUs, even if PSUs RSUs have been awarded repeatedly granted in the past. All ; c) all decisions with respect to future grants of PSUs and/or SharesRSU grants, if any, are will be at the Company’s sole discretion. (cdiscretion of the Committee; d) The PSUs the Grantee is voluntarily participating in the Plan; e) the RSUs and the Shares subject to the PSUs RSUs are extraordinary items that which do not constitute compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and the PSUs which are outside the scope of the ParticipantGrantee’s employment or services contract, if any. (d; f) The Participant is voluntarily participating in the Plan. (e) The PSUs, RSUs and the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares RSUs are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation purposes of calculating any severance, resignation, termination, dismissal, redundancy, dismissal or end of end-of-service payments; , bonuses; , long-service awards; pension, pension or retirement or welfare benefits; benefits or similar payments) payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation; g) Unless the parties otherwise agree, the PSUs, RSUs and the Shares subject to the PSUsRSUs are not intended to replace any pension rights or compensation; h) the grant of RSUs will not be interpreted to form an employment contract or relationship with the Corporation, and the income and value Employing Company or any Subsidiary or affiliate of the same are not consideration for, or granted in connection with, any service Corporation; i) the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs RSUs is unknown unknown, indeterminable and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (i; j) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from forfeiture of the RSUs resulting from termination of the PSUs or Shares, diminution in value of the Shares or termination of the ParticipantGrantee’s employment or other service relationship by the Corporation or the Employing Company (for any reason whatsoever and whether or not in breach of applicable labor laws or the Participantterms of the Grantee’s employment agreement, if any. The Participant ), and in consideration of the grant of the RSUs to which the Grantee is not otherwise entitled, the Grantee irrevocably agrees never to institute any claim against the Corporation or the Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company from any such claim that may arise. Ifclaim; if, notwithstanding the foregoing, any such claim is found allowed by a court of competent jurisdiction to have arisenjurisdiction, then, by accepting this Agreementparticipating in the Plan, the Participant is Grantee shall be deemed irrevocably to have waived agreed not to pursue such claim and agreed to execute any and all documents necessary to request dismissal or withdrawal of such claim; k) it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs; l) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the Corporation or the Employing Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares underlying the RSUs; m) the Grantee is hereby advised to consult with his or her entitlement own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to pursue such claim. (jthe Plan; n) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not unless otherwise provided in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if anyAdministrative Regulations or by the Corporation in its discretion, terminates effective as the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the date that Corporation; and o) the Participant following provisions apply only if the Grantee is no longer actively employed by providing services outside the Company United States: (i) the RSU and Shares subject to the RSU are not part of normal or is no longer otherwise an Eligible Participant, expected compensation or salary for any purpose; and will not be extended by any notice period mandated under applicable law. The Company has (ii) the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant Grantee acknowledges and agrees that neither the Corporation, the Employing Company nor any Subsidiary or affiliate of its affiliates or agents is the Corporation shall be liable for any foreign exchange rate fluctuation between Participant’s the local currency and the United States Dollar that may affect the value of the PSUs RSUs or of any amounts due to Participant Grantee pursuant to the settlement of the PSUs RSUs or the subsequent sale of any Shares acquired upon settlement.. RESTRICTED STOCK UNIT ANNUAL GRANT FORM – February 2014

Nature of the Grant. By accepting this Agreement, the Participant acknowledges as follows: (a) The Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (b) The grant of the PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs or benefits in lieu of PSUs even if PSUs have been awarded repeatedly in the past. All decisions with respect to future grants of PSUs and/or Shares, if any, are at the Company’s sole discretion. (c) The PSUs and the Shares subject to the PSUs are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company, and the PSUs are outside the scope of the Participant’s employment or services contract, if any. (d) The Participant is voluntarily participating in the Plan. (e) The PSUs, the Shares subject to the PSUs, and the income and value of the PSUs and Shares are not intended to replace any pension rights or compensation. (f) The PSUs, the Shares, and the income and value of the PSUs and Shares are not part of normal or expected compensation or salary for any purpose (including but not limited to the calculation of any severance, resignation, termination, redundancy, dismissal or end of service payments; bonuses; long-service awards; pension, retirement or welfare benefits; or similar payments) and in no event should be considered as compensation for, or relating in any way to, past services for the Company. (g) Unless the parties otherwise agree, the PSUs, the Shares subject to the PSUs, and the income and value of the same are not consideration for, or granted in connection with, any service the Participant may provide as a director of a subsidiary of the Company. (h) The future value of the Shares underlying the PSUs is unknown and cannot be predicted with certainty. If the Participant receives Shares upon a Performance Dependent Issuance, the value of such Shares may increase or decrease in value. (i) In consideration of the grant of the PSUs, no claim or entitlement to compensation or damages arises from termination of the PSUs or Shares, diminution in value of the Shares or termination of the Participant’s employment or other service relationship by the Company for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any. The Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his or her their entitlement to pursue such claim. (j) Further, if the Participant ceases to be an Eligible Participant for any reason whatsoever and whether or not in breach of applicable labor laws or the Participant’s employment agreement, if any, the Participant’s right to vesting of the PSUs under this Agreement and the Plan, if any, terminates effective as of the date that the Participant is no longer actively employed by the Company or is no longer otherwise an Eligible Participant, and will not be extended by any notice period mandated under applicable law. The Company has the exclusive discretion to determine when the Participant is no longer an Eligible Participant for purposes of this Agreement and the Plan. (k) The Participant acknowledges and agrees that neither the Company nor any of its affiliates or agents is liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.