8-KLeadership ChangesExhibits & Filings

Mondelez International, Inc. 8-K Report, Executive Changes (Dec 26, 2012)

Filed December 26, 2012For Securities:MDLZ

Summary

This 8-K filing from Mondelez International (MDLZ) announces the retirement of Executive Vice President and President, Developing Markets, Sanjay Khosla, effective March 31, 2013. In connection with his retirement, the company entered into an Agreement Upon Retirement and General Release, as well as a Consulting Agreement with Mr. Khosla. The retirement agreement provides Mr. Khosla with additional benefits in exchange for his commitment to several restrictive covenants, including non-competition, non-solicitation of employees, and confidentiality. These benefits include a pro-rata incentive plan payment for 2013 and adjustments to his long-term incentive plan awards, including accelerated vesting for certain restricted stock awards from Kraft Foods Group, Inc. contingent on his compliance with the covenants.

Key Highlights

  • 1Sanjay Khosla, EVP and President, Developing Markets, to retire on March 31, 2013.
  • 2Mondelez Global LLC entered into an Agreement Upon Retirement and General Release with Mr. Khosla.
  • 3Mr. Khosla agreed to restrictive covenants including non-competition, non-solicitation, and confidentiality.
  • 4Additional retirement benefits are provided to Mr. Khosla in consideration for these covenants.
  • 5These benefits include a pro-rata 2013 Management Incentive Plan payment.
  • 6Adjustments to Long-Term Incentive Plan (LTIP) performance shares are detailed, with specific vesting schedules for forfeited restricted stock.
  • 7A separate Consulting Agreement was established for Mr. Khosla to provide leadership development consulting services from April 1, 2013, to December 31, 2013, for a monthly retainer and potential daily rate.

Frequently Asked Questions

Mr. Khosla will receive additional benefits, including a pro-rata 2013 Management Incentive Plan payment and adjusted long-term incentive awards. In exchange, he has agreed to restrictive covenants such as non-competition with specified competitors, not soliciting Mondelez employees, and maintaining confidentiality and not disparaging the company. Certain forfeited restricted stock awards will be replaced with deferred stock units if covenants are met, and other awards will have their vesting accelerated.

From April 1, 2013, to December 31, 2013, Mr. Khosla will provide consulting services in leadership development. He will receive a monthly retainer of $13,888.89 for up to 25 days of service and a daily rate of $5,000.00 for any services exceeding 25 days. Expenses related to these services will also be reimbursed.

The additional benefits and the consulting role are likely intended to secure Mr. Khosla's cooperation and compliance with the restrictive covenants outlined in the retirement agreement. These covenants protect Mondelez's business interests by preventing the former executive from competing directly, poaching employees, or disclosing proprietary information. The consulting role also provides a structured transition and potentially retains valuable expertise.