Mondelez International, Inc. Sample Contracts

Mondelez International, Inc. – MONDELEZ INTERNATIONAL HOLDINGS NETHERLANDS B.V. as the Issuer, MONDELĒZ INTERNATIONAL, INC. as the Parent Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as the Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS as the Paying Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS as the Registrar and Transfer Agent SECOND SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 2, 2019 TO INDENTURE DATED AS OF OCTOBER 28, 2016 Relating To €500,000,000 0.875% Notes due 2031 (October 2nd, 2019)

SECOND SUPPLEMENTAL INDENTURE, dated as of October 2, 2019 (this “Supplemental Indenture”), by and among Mondelez International Holdings Netherlands B.V., a private company with limited liability (besloten venmootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, and having its principal office at Wilhelminakanaal Zuid 110, 4903-RA Oosterhout, Netherlands (hereinafter called the “Company” or the “Issuer”), Mondelez International, Inc., as guarantor (the “Parent Guarantor”) and Deutsche Bank Trust Company Americas, a New York banking corporation organized and existing under the laws of the State of New York, as Trustee (hereinafter called the “Trustee”), Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”) and Deutsche Bank Trust Company Americas, as registrar and transfer agent (the “Registrar and Transfer Agent”), to the Base Indenture (as defined below).

Mondelez International, Inc. – MONDELEZ INTERNATIONAL HOLDINGS NETHERLANDS B.V. as the Issuer, MONDELĒZ INTERNATIONAL, INC. as the Parent Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS as the Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 19, 2019 TO INDENTURE DATED AS OF OCTOBER 28, 2016 Relating To $500,000,000 2.125% Notes due 2022 $500,000,000 2.250% Notes due 2024 (September 20th, 2019)

FIRST SUPPLEMENTAL INDENTURE, dated as of September 19, 2019 (the “Supplemental Indenture”), by and among Mondelez International Holdings Netherlands B.V., a private company with limited liability (besloten venmootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, and having its principal office at Wilhelminakanaal Zuid 110, 4903-RA Oosterhout, Netherlands (hereinafter called the “Company”), Mondelez International, Inc., as guarantor (the “Parent Guarantor”) and Deutsche Bank Trust Company Americas, a New York banking corporation organized and existing under the laws of the State of New York, as Trustee (hereinafter called the “Trustee”), to the Base Indenture (as defined below).

Mondelez International, Inc. – $1,000,000,000 TERM LOAN AGREEMENT Dated as of September 13, 2019 Among MONDELEZ INTERNATIONAL HOLDINGS NETHERLANDS B.V., as Borrower MONDELĒZ INTERNATIONAL, INC., as Guarantor and THE LENDERS NAMED HEREIN and MUFG BANK, LTD., as Administrative Agent MUFG BANK, LTD., as Sole Bookrunner MUFG BANK, LTD., BOFA SECURITIES, INC., BARCLAYS BANK PLC, CREDIT SUISSE LOAN FUNDING LLC, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., TD SECURITIES (USA) LLC and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers BANK OF AMERICA, N.A.., BARCLAYS BANK PLC and CREDIT SUISSE LOAN FUNDING LLC, JPMORGAN CHASE BA (September 13th, 2019)

TERM LOAN AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 13, 2019, among MONDELEZ INTERNATIONAL HOLDINGS NETHERLANDS B.V., having its official seat (statutaire zetel) in Oosterhout, the Netherlands, registered with the Dutch trade register under number 66713994 (the “Borrower”); MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (“Mondelēz International”); the BANKS, FINANCIAL INSTITUTIONS and OTHER INSTITUTIONAL LENDERS listed on the signature pages hereof (the “Initial Lenders”) and MUFG BANK, LTD. (“MUFG”), as administrative agent (in such capacity, the “Administrative Agent”).

Mondelez International, Inc. – SEPARATION AGREEMENT AND GENERAL RELEASE (August 30th, 2019)

This Separation Agreement and General Release (“Agreement”) is made between Mondelēz Global LLC (and any currently or previously-affiliated companies, parent companies, successors or predecessors, including Mondelēz International, Inc., Kraft Foods Inc., Kraft Foods Group, Inc., and Kraft Foods Global, Inc., hereafter, collectively referred to herein as, “MG” or the “Employer”) and Timothy Cofer (“Cofer” or the “Employee”) (the Employer and Employee are collectively referred to herein as the “Parties”).

Mondelez International, Inc. – OFFER LETTER Dear Sandra, (July 31st, 2019)

I am very pleased to provide you with this offer letter setting forth the terms of your offer of employment (“Offer Letter”). It confirms the verbal offer previously extended to you for the position of Executive Vice President Integrated Supply Chain, Mondelēz International, Inc. (the “Company”) reporting to the Chairman and Chief Executive Officer. Your principle office will be located in our Global Headquarters in Deerfield, Illinois. Your employment commencement date will be as soon as mutually agreed.

Mondelez International, Inc. – MONDELĒZ INTERNATIONAL, INC. (July 31st, 2019)
Mondelez International, Inc. – Contacts: Tom Armitage (Media) Shep Dunlap (Investors) news@mdlz.com ir@mdlz.com (July 30th, 2019)

• Net revenues declined 0.8% driven by unfavorable currency impacts; Organic Net Revenue1 grew 4.6%, through a combination of volume/mix and pricing

Mondelez International, Inc. – GLOBAL DEFERRED STOCK UNIT AGREEMENT (May 1st, 2019)

MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “Company”), hereby grants to the employee (the “Employee”) named in the award statement provided to the Employee (the “Award Statement”) as of the date set forth in the Award Statement (the “Grant Date”) pursuant to the provisions of the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from time to time (the “Plan”), Deferred Stock Units (the “Grant”) representing a right to receive a corresponding number of shares of Common Stock of the Company set forth in the Award Statement, upon and subject to the restrictions, terms and conditions set forth below, in the Award Statement and in the Plan. Capitalized terms not otherwise defined in this Global Deferred Stock Unit Agreement (this “Agreement”) shall have the same meaning as defined under the Plan. All references to action of or approval by the Committee shall be deemed to include action of or approval by any other person(s) to whom t

Mondelez International, Inc. – MONDELĒZ INTERNATIONAL, INC. AMENDED AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN (Amended and Restated as of February 3, 2017) (May 1st, 2019)

MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “Company”), hereby grants to the individual (the “Participant”) named in the Long-Term Incentive Grant Notice (the “Notice”) a Long-Term Incentive Grant (the “LTI Grant”) with respect to the Performance Cycle and Performance Goals set forth in the Notice, subject to the terms and provisions of the Notice, this Global Long-Term Incentive Grant Agreement, including any country-specific appendix (this “Agreement”) and the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from time to time (the “Plan”). Unless and until the Committee determines that an Award is payable with respect to the LTI Grant, in the manner set forth in paragraphs 4 or 5 hereof, the Participant shall have no right to payment based on the LTI Grant. Prior to payment of an Award based on the LTI Grant, the LTI Grant represents an unsecured obligation of the Company payable, if at all, from the general assets of the Com

Mondelez International, Inc. – NON-QUALIFIED GLOBAL STOCK OPTION AGREEMENT (May 1st, 2019)

MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “Company”), hereby grants to the employee (the “Optionee”) identified in the award statement provided to the Optionee (the “Award Statement”) under the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from time to time (the “Plan”) non-qualified stock options (the “Option”). The Option entitles the Optionee to exercise options for up to the aggregate number of shares set forth in the Award Statement (the “Option Shares”) of the Company’s Common Stock, at the price per share set forth in the Award Statement (the “Grant Price”). Capitalized terms not otherwise defined in this Non-Qualified Global Stock Option Agreement (this “Agreement”) shall have the same meaning as defined under the Plan. All references to action of or approval by the Committee shall be deemed to include action of or approval by any other person(s) to whom the Committee has delegated authority to act.

Mondelez International, Inc. – Contacts: Tom Armitage (Media) Shep Dunlap (Investors) news@mdlz.com ir@mdlz.com (April 30th, 2019)

• Net revenues declined 3.4% driven by unfavorable currency impacts; Organic Net Revenue1 grew 3.7%, with balanced volume/mix and pricing

Mondelez International, Inc. – U.S. $1,500,000,000 364-DAY REVOLVING CREDIT AGREEMENT dated as of February 27, 2019, among MONDELĒZ INTERNATIONAL, INC., THE INITIAL LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., CREDIT SUISSE LOAN FUNDING LLC, HSBC SECURITIES (USA) INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., MUFG BANK, LTD., SG AMERICAS SECURITIES, LLC, TD SECURITIES (USA) LLC and WELLS FARGO SECURITIES, LLC, as Joint (February 27th, 2019)

364-DAY REVOLVING CREDIT AGREEMENT dated as of February 27, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (“Mondelēz International”); the BANKS, FINANCIAL INSTITUTIONS and OTHER INSTITUTIONAL LENDERS listed on the signature pages hereof (the “Initial Lenders”); and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Mondelez International, Inc. – U.S. $4,500,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of February 27, 2019, among MONDELĒZ INTERNATIONAL, INC., THE INITIAL LENDERS NAMED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., CREDIT SUISSE LOAN FUNDING LLC, HSBC SECURITIES (USA) INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., MUFG BANK, LTD., SG AMERICAS SECURITIES, LLC, TD SECURITIES (USA) LLC and WELLS FARGO SECURITIES, LLC, as Join (February 27th, 2019)

FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of February 27, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (“Mondelēz International”); the BANKS, FINANCIAL INSTITUTIONS and OTHER INSTITUTIONAL LENDERS listed on the signature pages hereof (the “Initial Lenders”); and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Mondelez International, Inc. – MONDELĒZ INTERNATIONAL, INC. OFFICERS’ CERTIFICATE February 13, 2019 (February 13th, 2019)

Reference is made to (i) Section 301 of the Indenture dated as of March 6, 2015 (the “Base Indenture”), by and between Mondelēz International, Inc., a Virginia corporation (the “Company”), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), as modified by the Supplemental Indenture No. 1, dated as of the date hereof, between the Company and the Trustee, and as further modified in respect of the Notes by the Officers’ Certificate pursuant to Sections 201 and 301 of the Base Indenture, dated as of the date hereof (the Base Indenture, as so modified, the “Indenture”), (ii) the Terms Agreement dated February 11, 2019 (the “Terms Agreement”), which incorporates the Amended and Restated Underwriting Agreement dated February 28, 2011 (the “Underwriting Agreement”), by and among the Company and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein, relating to the offer and sale by the Compan

Mondelez International, Inc. – SUPPLEMENTAL INDENTURE NO. 1 (February 13th, 2019)

SUPPLEMENTAL INDENTURE NO. 1, dated as of February 13, 2019 (this “Supplemental Indenture”), to the Base Indenture (as defined below), by and between Mondelēz International, Inc., a Virginia corporation (the “Company”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

Mondelez International, Inc. – MONDELĒZ INTERNATIONAL, INC. (the “Company”) Debt Securities TERMS AGREEMENT (this “Agreement”) (February 13th, 2019)

The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Amended and Restated Underwriting Agreement relating to debt securities covered by the Company’s registration statement on Form S-3 (File No. 333-216408) (incorporated by reference to Exhibit 1.1 to the Company’s registration statement on Form S-3 (File No. 333-172488) filed on February 28, 2011) (the “Underwriting Agreement”), the following securities (the “Offered Securities”) on the following terms (unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined):

Mondelez International, Inc. – SETTLEMENT AGREEMENT (February 8th, 2019)
Mondelez International, Inc. – SETTLEMENT AGREEMENT (February 8th, 2019)

WHEREAS the Secondee and the Employer agreed that their employment relationship will end effective as of 31 January 2019 (hereinafter the “Termination Date”).

Mondelez International, Inc. – FIRST AMENDMENT TO THE MONDELĒZ GLOBAL LLC SUPPLEMENTAL BENEFITS PLAN-I (February 8th, 2019)

WHEREAS, Mondelēz Global LLC (“Company”) previously adopted the Mondelēz Global LLC Supplemental Benefits Plan-I (“Plan”) effective as of September 1, 2012; and

Mondelez International, Inc. – FIRST AMENDMENT TO THE MONDELĒZ GLOBAL LLC SUPPLEMENTAL BENEFITS PLAN-II (February 8th, 2019)

WHEREAS, Mondelēz Global LLC (“Company”) previously adopted the Mondelēz Global LLC Supplemental Benefits Plan-II (“Plan”) effective as of September 1, 2012; and

Mondelez International, Inc. – Mondelēz International Reports 2018 Results (January 30th, 2019)

• Net revenues increased 0.2% despite unfavorable currency and divestiture impacts; Organic Net Revenue1 grew 2.4%, with balanced volume/mix and pricing

Mondelez International, Inc. – Contacts: Valerie Moens (Media) Shep Dunlap (Investors) news@mdlz.com ir@mdlz.com (October 29th, 2018)

• Net revenues declined 3.7% driven by currency; Organic Net Revenue1 grew 1.2%, which includes 60 basis points of headwinds for malware effects in the prior year

Mondelez International, Inc. – SEPARATION AGREEMENT AND GENERAL RELEASE (August 17th, 2018)

This Separation Agreement and General Release (“Agreement”) is made between Mondelēz Global LLC (and any currently or previously-affiliated companies, parent companies, successors or predecessors, including Mondelēz International, Inc., Kraft Foods Inc., Kraft Foods Group, Inc., and Kraft Foods Global, Inc., hereafter, collectively referred to herein as, “MG” or the “Employer”) and Brian Gladden (“Gladden” or the “Employee”) (the Employer and Employee are collectively referred to herein as the “Parties”).

Mondelez International, Inc. – Annex to Kraft Foods Deutschland Pension Scheme “Supplementary Benefits 2005”/ Deferral (Non-Qualified Deferred Compensation Plan) for Plan Participants Who Work For the Company in the United States (July 26th, 2018)

This Annex (“Annex”) to the Kraft Foods Deutschland Pension Scheme “Supplementary Benefits 2005”/ Deferral (“Plan”) offers Plan participants who work in the United States the opportunity to defer income taxes on:

Mondelez International, Inc. – PERSONAL Mr Hubert Weber (July 26th, 2018)
Mondelez International, Inc. – OFFER LETTER Dear Paulette, (July 26th, 2018)

I am very pleased to provide you with this offer letter setting forth the terms of your offer of employment (“Offer Letter”). It confirms the verbal offer previously extended to you for the position of Executive Vice President Human Resources, Mondelēz International, Inc. (the “Company”) reporting to the Chairman and Chief Executive Officer. Your principle office will be located in our Global Headquarters in Deerfield, Illinois. Your employment commencement date is anticipated to be June 11, 2018 unless mutually agreed otherwise.

Mondelez International, Inc. – Kraft Foods Deutschland Pension Scheme ʺSupplementary Benefits 2005ʺ/ Deferral (Non-Qualified Deferred Compensation Plan) (July 26th, 2018)

Kraft Foods supplementary payments are intended to complement the payments received from the statutory pension scheme, Kraft Foods' pension scheme Plan 1996 and other company and private pension schemes, in the event of inability to work or death.

Mondelez International, Inc. – Contacts: Valerie Moens (Media) Shep Dunlap (Investors) news@mdlz.com ir@mdlz.com (July 25th, 2018)

• Net revenues increased 2.1 percent, including the impact of prior year divestitures. Organic Net Revenue increased 3.5 percent, which included the benefit of lapping the prior year’s malware incident, and the negative impact of Easter shipment timing and the Brazil trucking strike.

Mondelez International, Inc. – INVESTOR RIGHTS AGREEMENT by and among KEURIG DR PEPPER INC. and THE HOLDERS LISTED ON SCHEDULE A HERETO Dated as of July 9, 2018 (July 10th, 2018)

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 9, 2018, by and among Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), and the persons listed on Schedule A hereto (such persons, in their capacity as holders of Registrable Securities, including any permitted transferees hereunder, the “Holders” and each a “Holder” and, the Holders together with the Company, the “Parties”).

Mondelez International, Inc. – THIS AMENDMENT & TERMINATION AGREEMENT is made on July 9, 2018 AMONG: (July 10th, 2018)
Mondelez International, Inc. – DELTA CHARGER HOLDCO B.V. AND JDE MINORITY HOLDINGS B.V. AND MONDELĒZ COFFEE HOLDCO B.V. AND JACOBS DOUWE EGBERTS B.V. SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT RELATING TO JACOBS DOUWE EGBERTS B.V. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (July 10th, 2018)

THIS AGREEMENT is made on 9 July, 2018 and amends and restates the Original Shareholders’ Agreement (as defined below) made on 7 May 2014 and the First Amended and Restated Shareholders’ Agreement (as defined below) made on 7 March 2016.

Mondelez International, Inc. – MONDELĒZ INTERNATIONAL, INC. OFFICERS’ CERTIFICATE May 7, 2018 (May 7th, 2018)

Reference is made to (i) Section 301 of the Indenture dated as of March 6, 2015 (the “Base Indenture”), by and between Mondelēz International, Inc., a Virginia corporation (the “Company”), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), as modified in respect of the Notes by the Officers’ Certificate pursuant to Sections 201 and 301 of the Base Indenture, dated as of the date hereof (the Base Indenture, as so modified, the “Indenture”), (ii) the Terms Agreement dated May 3, 2018 (the “Terms Agreement”), which incorporates the Amended and Restated Underwriting Agreement dated February 28, 2011 (the “Underwriting Agreement”), by and among the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the underwriters named therein, relating to the offer and sale by the Company of $750,000,000 aggregate principal amount of its 3.000% Notes due 2020 (the “2020 Notes”),

Mondelez International, Inc. – MONDELĒZ INTERNATIONAL, INC. (the “Company”) Debt Securities TERMS AGREEMENT (this “Agreement”) (May 4th, 2018)

The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Amended and Restated Underwriting Agreement relating to debt securities covered by the Company’s registration statement on Form S-3 (File No. 333-216408) (incorporated by reference to Exhibit 1.1 to the Company’s registration statement on Form S-3 (File No. 333-172488) filed on February 28, 2011) (the “Underwriting Agreement”), the following securities (the “Offered Securities”) on the following terms (unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined):

Mondelez International, Inc. – April 19, 2018 Dear Irene, (May 4th, 2018)

The Mondelēz International, Inc. Board of Directors desires to acknowledge and recognize you upon your retirement after a distinguished career of more than 35 years, and to thank you for your extraordinary service and many significant contributions to Mondelēz International, Inc., and its predecessor company, Kraft Foods Inc.

Mondelez International, Inc. – NON-QUALIFIED GLOBAL STOCK OPTION AGREEMENT (May 2nd, 2018)

MONDELĒZ INTERNATIONAL, INC., a Virginia corporation (the “Company”), hereby grants to the employee (the “Optionee”) identified in the award statement provided to the Optionee (the “Award Statement”) under the Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan, as amended from time to time (the “Plan”) non-qualified stock options (the “Option”). The Option entitles the Optionee to exercise options for up to the aggregate number of shares set forth in the Award Statement (the “Option Shares”) of the Company’s Common Stock, at the price per share set forth in the Award Statement (the “Grant Price”). Capitalized terms not otherwise defined in this Non-Qualified Global Stock Option Agreement (this “Agreement”) shall have the same meaning as defined under the Plan. All references to action of or approval by the Committee shall be deemed to include action of or approval by any other person(s) to whom the Committee has delegated authority to act.