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MONDELEZ INTERNATIONAL, INC.

FORM 10-K

(Annual Report)

Filed 02/25/13 for the Period Ending 12/31/12

Address THREE PARKWAY NORTH

DEERFIELD, IL 60015

Telephone 847-943-4000

CIK 0001103982

Symbol MDLZ

SIC Code 2000 - Food and kindred products

Industry Food Processing

Sector Consumer/Non-Cyclical

Fiscal Year 12/31

http://www.edgar-online.com

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

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MONDELEZ INTERNATIONAL, INC. FORM 10-K (Annual Report) Filed 02/25/13 for the Period Ending 12/31/12 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year THREE PARKWAY NORTH DEERFIELD, IL 60015 847-943-4000 0001103982 MDLZ 2000 - Food and kindred products Food Processing Consumer/Non-...

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... shares of the registrant's Class A Common Stock outstanding. Documents Incorporated by Reference Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of shareholders expected to be held on May 21, 2013...

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... Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data: Report of Management on Internal Control over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Statements of Earnings for the Years Ended December 31, 2012, 2011 and 2010...

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... hold leading market shares in every category and every region of the world in which we compete. We hold the No. 1 position globally in biscuits, chocolate, candy and powdered beverages as well as the No. 2 position in gum and coffee. Our portfolio includes nine brands with annual revenues exceeding...

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...2012, we announced a reorganization of our business and reporting structure following the Spin-Off. Effective January 1, 2013, our operations, management and segments will be reorganized into five operating segments: Asia Pacific; Eastern Europe, Middle East & Africa ("EEMEA"); Europe; Latin America...

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... and net revenues by segment . 2012 For the Years Ended December 31, 2011 2010 Developing Markets Europe North America Total Segment Operating Income Our brands span five consumer sectors Biscuits (including cookies, crackers and salted snacks) Chocolate Gum & Candy Beverages Cheese & Grocery 45...

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... 31, 2012, we also have a $55 million receivable from Kraft Foods Group related to the cash settlement of stock awards held by our respective employees at the time of the Spin-Off as further described in Note 11, Stock Plans , to the consolidated financial statements. Our results from continuing...

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... we purchase on world markets as well as from local grower cooperatives. Green coffee bean prices are affected by the quality and availability of supply, changes in the value of the U.S. dollar in relation to certain other currencies and consumer demand for coffee products. Significant cost items in...

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... are continually adopting new laws and implementing new regulations that affect our business and operations, such as the European Commission's EU Health Claim Regulation, effective December 14, 2012, that limits the number of health claims that may be made by food companies about their products and...

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... Executive Vice President, Integrated Supply Chain Executive Vice President and President, Asia Pacific and EEMEA Executive Vice President and General Counsel Executive Vice President, Research, Development and Quality Executive Vice President and Chief Category and Marketing Officer Ms. Rosenfeld...

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...Inc., a financial services provider. Mr. Myers is Executive Vice President, Integrated Supply Chain, a position he has held since he joined Kraft Foods Inc., the predecessor to MondelÄ"z International, in September 2011. Prior to that, he worked for Procter & Gamble, a consumer products company, for...

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...new product innovation to protect or increase market share. These expenditures are subject to risks, including uncertainties about trade and consumer acceptance of our efforts. If we reduce prices or our costs increase, but we cannot increase sales volumes to offset those changes, then our financial...

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...retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own retailer brands. Further retail consolidation and increasing retail power could materially and adversely affect our product sales, financial condition and results...

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... could increase our costs. Our activities throughout the world are highly regulated and subject to government oversight. Various laws and regulations govern food production and marketing, as well as licensing, trade, tax and environmental matters. Governing bodies regularly adopt new laws and...

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... competitors grow their global operations and low cost local manufacturers expand their production capacities. Our success in emerging markets, is critical to our growth strategy. If we cannot successfully increase our business in emerging markets, our product sales, financial condition and results...

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... to complete acquisitions or to successfully integrate and develop acquired businesses we could fail to achieve anticipated synergies and cost savings, including the expected increases in revenues and operating results, any of which could materially and adversely affect our financial results. In...

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... costs in 2012 related primarily to certain pension plan obligations transferred to Kraft Foods Group in the Spin-Off and other 2012 one-time costs, partially offset by increased pension plan expenses in 2013 related to lower discount rates. Volatility in the global capital markets has increased...

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...employer and our costs might increase as a result. (See Note 10, Benefit Plans , to the consolidated financial statements for more information). Further, if we withdraw from a multi-employer pension plan, we may be required to pay those plans an amount based on our allocable share of the underfunded...

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...in the fast moving consumer goods ("FMCG") sector, which includes products such as chocolate and coffee. On January 31, 2012, the German Federal Cartel Office ("FCO") issued a press release stating that it had discontinued proceedings against our wholly owned subsidiary, Kraft Foods Deutschland GmbH...

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... account the value of Kraft Foods Group shares distributed in the Spin-Off). A vertical line below indicates the October 1, 2012 Spin-Off date and is intended to facilitate comparisons of performance against peers and the stock market before and following the Spin-Off. Date MondelÄ"z International...

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... activity represents shares tendered by our employees who used shares to exercise options, and who used shares to pay the related taxes for grants of restricted and deferred stock that vested. Accordingly, these are non-cash transactions. Total Number of Shares Average Price Paid per Share October...

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... continuing operations include: Spin-Off Costs in 2012, Restructuring Programs in 2012 and 2008, Cost Savings Initiatives in all years; divestitures and sales of property in 2012 and 2010, the acquisition of Cadbury in 2010 and related Integration Program in 2010-2012; accounting calendar changes...

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...other sections of this Annual Report on Form 10-K, including the consolidated financial statements and related notes contained in Item 8. Description of the Company We manufacture and market primarily snack food and beverage products, including biscuits, chocolate, gum & candy, beverages and various...

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... and business unit costs which were allocated to Kraft Foods Group historically and are expected to continue at MondelÄ"z International after the Spin-Off. These costs include primarily corporate overheads, information systems and sales force support. On a pre-tax basis, through the date of the Spin...

Page 25
... 31, 2012, we also have a $55 million receivable from Kraft Foods Group related to the cash settlement of stock awards held by our respective employees at the time of the Spin-Off as further described in Note 11, Stock Plans , to the consolidated financial statements. Our results from continuing...

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... for exposures related to taxes of approximately $70 million was established within our Developing Markets segment. The cumulative exposure was approximately $150 million at December 31, 2010. Other Divestitures and Sales of Property During the three months ended December 31, 2012, we completed...

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... within our Europe and Developing Markets segments, as well as within general corporate expenses. At December 31, 2012, we had an accrual of $202 million related to the Integration Program. See Note 7, Integration Program and Cost Savings Initiatives , to the consolidated financial statements for...

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...("53 rd week") than 2012 or 2010, which each had 52 weeks. In 2011, we changed the consolidation date for certain operations of our Europe segment and in the Latin America, Central and Eastern Europe ("CEE") and Middle East and Africa ("MEA") regions within our Developing Markets segment. Previously...

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... volume/mix. Higher net pricing, including the impact of pricing actions from the prior year, was realized across all reportable segments as we increased pricing to offset higher input costs. Favorable volume/mix was driven by higher shipments in Developing Markets and Europe, mostly offset by...

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... for the Year Ended December 31, 2012 (1) Spin-Off Costs Integration Program costs 2012-2014 Restructuring Program costs Spin-Off pension expense adjustment (2) Acquisition-related costs Gains on divestitures, net Operating income from divested businesses Operating Income for the Year Ended December...

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...(1) Spin-Off Costs (5) Integration Program costs 2012-2014 Restructuring Program costs Spin-Off interest expense adjustment (2) Spin-Off pension expense adjustment (3) Gains on divestitures, net Net earnings from divested businesses Diluted EPS Attributable to MondelÄ"z International from Continuing...

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... ruble. The Cadbury acquisition (due to the incremental January 2011 operating results) added $697 million in net revenues in 2011. Accounting calendar changes (including the 53 rd week of shipments in 2011 and excluding the effects of foreign currency) added $655 million in net revenues in 2011...

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...Ended December 31, 2010 Integration Program costs Acquisition-related costs - Cadbury Spin-Off pension expense adjustment (2) Operating income from divested businesses Adjusted Operating Income for the Year Ended December 31, 2010 (1) Higher net pricing Higher input costs Favorable volume/mix Higher...

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... to MondelÄ"z International from Continuing Operations for the Year Ended December 31, 2010 Integration Program costs Acquisition-related costs Acquisition-related interest and other expense, net Spin-Off interest expense adjustment (2) Spin-Off pension expense adjustment (3) U.S. health care...

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... from continuing operations before income taxes: Operating income: Developing Markets Europe North America Unrealized gains / (losses) on hedging activities Certain U.S. pension plan costs General corporate expenses Amortization of intangibles Gains on divestitures, net Acquisition-related costs...

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... within our Europe and Developing Markets segments, as well as within general corporate expenses. The 2012 increase in general corporate expenses was due primarily to $407 million of Spin-Off Costs recorded within general corporate expenses, partially offset by lower Integration Program costs. The...

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.../mix. In Middle East and Africa, net revenues increased, driven by higher net pricing across the region, our Cadbury acquisition, favorable volume/mix and the impact of accounting calendar changes, partially offset by unfavorable foreign currency. In Latin America, net revenues increased, driven by...

Page 38
... the 2012-2014 Restructuring Program. 2011 compared with 2010: Net revenues increased $1,728 million (14.9%), due to favorable foreign currency (5.5 pp), higher net pricing (4.4 pp), the impact of accounting calendar changes (including the 53 rd week of shipments) (3.0 pp), our Cadbury acquisition...

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... net pricing, lower other selling, general and administrative expenses, our Cadbury acquisition due to the incremental January 2011 operating results, the impact of the 53 rd week of shipments, favorable foreign currency, lower acquisition-related costs and lower advertising and consumer promotion...

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...("53 rd week") than 2012 or 2010, which each had 52 weeks. In 2011, we changed the consolidation date for certain operations of our Europe segment and in the Latin America, Central and Eastern Europe ("CEE") and Middle East and Africa ("MEA") regions within our Developing Markets segment. Previously...

Page 41
... Developing Markets geographic unit, we used a risk-rated discount rate of 9.3%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, industry and economic conditions. Our actual results and conditions may differ over time...

Page 42
... and assets associated with the Kraft Foods Group active and retired employees and certain of our retired employees that previously participated in our North American benefit plans. At October 1, 2012, we transferred benefit plan liabilities of $12,218 million, pension plan assets of $6,550 million...

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... Kraft Foods Group in the SpinOff and other 2012 one-time costs, partially offset by increased benefit plan expenses in 2013 due to lower discount rates. In 2012, other comprehensive losses included $2,266 million of net actuarial pre-tax losses primarily related to the decrease in the discount rate...

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... 2013 assumptions for our U.S. and non-U.S. pension and postretirement health care plans, as a sensitivity measure, a fifty-basis point change in our discount rates or the expected rate of return on plan assets would have the following effects, increase / (decrease) in cost, as of December 31, 2012...

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... prices, or interest rates. We manage market risk by limiting the types of derivative instruments and derivative strategies we use and the degree of market risk that we plan to hedge through the use of derivative instruments. Income Taxes: We recognize tax benefits in our financial statements...

Page 46
... we purchase on world markets as well as from local grower cooperatives. Green coffee bean prices are affected by the quality and availability of supply, changes in the value of the U.S. dollar in relation to certain other currencies and consumer demand for coffee products. Significant cost items in...

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... to Kraft Foods Group related to the Spin-Off. The decrease in cash used in investing activities in 2011 primarily related to cash payments in 2010 related to the 2010 Cadbury acquisition, partially offset by the proceeds from Kraft Foods Group's sale of the Frozen Pizza business and proceeds...

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... over time or for general corporate purposes. This debt and approximately $260 million of related deferred financing costs were retained by Kraft Foods Group in the Spin-Off. On June 1, 2012, $900 million of our 6.25% notes matured. The notes and accrued interest to date were repaid using primarily...

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... 2012 related primarily to certain pension plan obligations transferred to Kraft Foods Group in the Spin-Off and other 2012 non-recurring costs, partially offset by increased pension plan expenses in 2013 related to lower discount rates. As of December 31, 2012, our total liability for income taxes...

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... 2012. See Note 2, Divestitures and Acquisitions , to the consolidated financial statements for additional information on the Spin-Off of Kraft Foods Group . Stock Plans: In connection with the Spin-Off and divestiture of Kraft Foods Group, under the provisions of our existing plans, employee stock...

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... as Diluted EPS attributable to MondelÄ"z International from continuing operations excluding the impact of Spin-Off Costs, the 2012-2014 Restructuring Program, Integration Program, acquisition-related costs, gains / losses on divestitures, pension costs related to the obligations transferred in the...

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... acquisitions, divestitures, Integration Program costs, accounting calendar changes (including the 53 rd week in 2011) and foreign currency rate fluctuations. We believe that Organic Net Revenues better reflects the underlying growth from the ongoing activities of our business and provides improved...

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...unfavorable foreign currency Adjusted Operating Income Integration Program Gains on divestitures, net Spin-Off pension expense adjustment (1) Spin-Off Costs 2012-2014 Restructuring Program Operating income from divested businesses Acquisition-related costs Operating Income $ $ $ 4,388 (153) 4,235...

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... MondelÄ"z International from continuing operations" (the most comparable U.S. GAAP financial measure) were to exclude Spin-Off Costs, Integration Program costs, 2012-2014 Restructuring Program costs, acquisition and related financing costs, gains / (losses) on divestitures, pension costs related to...

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Table of Contents Item 7A. Quantitative and Qualitative Disclosures about Market Risk. As we operate globally, we use certain financial instruments to manage our foreign currency exchange rate, commodity price and interest rate risks. We monitor and manage these exposures as part of our overall risk...

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... assessment, management determined that, as of December 31, 2012, we maintained effective internal control over financial reporting. PricewaterhouseCoopers LLP, independent registered public accounting firm, who audited and reported on the consolidated financial statements included in this report...

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... reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or...

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Table of Contents MondelÄ"z International, Inc. and Subsidiaries Consolidated Statements of Earnings For the Years Ended December 31 (in millions of U.S. dollars, except per share data) 2012 2011 2010 Net revenues Cost of sales Gross profit Selling, general and administrative expenses Asset ...

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...) / benefit Pension and other benefits: Net actuarial gain / (loss) arising during period Reclassification adjustment for losses / (gains) included in net earnings due to: Amortization of experience losses and prior service costs Settlement losses Tax (expense) / benefit Derivatives accounted for as...

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... issued in 2012 and 2011) Additional paid-in capital Retained earnings Accumulated other comprehensive losses Treasury stock, at cost Total MondelÄ"z International Shareholders' Equity Noncontrolling interest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY See notes to consolidated financial statements...

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... income taxes Exercise of stock options and issuance of other stock awards Cash dividends declared ($1.00 per share) Spin-Off of Kraft Foods Group, Inc. Dividends paid on noncontrolling interest and other activities Balances at December 31, 2012 $ See notes to consolidated financial statements. 58

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... by operating activities CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES Capital expenditures Acquisitions, net of cash received Proceeds from divestitures, net of disbursements Cash transferred to Kraft Foods Group related to the Spin-Off Proceeds from sale of property, plant and equipment and...

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...("53 rd week") than 2012 or 2010, which each had 52 weeks. In 2011, we changed the consolidation date for certain operations of our Europe segment and in the Latin America, Central and Eastern Europe ("CEE") and Middle East and Africa ("MEA") regions within our Developing Markets segment. Previously...

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... in our consolidated financial statements. Significant accounting policy elections, estimates and assumptions include, among others, pension and benefit plan assumptions, valuation assumptions of goodwill and intangible assets, useful lives of long-lived assets, marketing program accruals, insurance...

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...flows of those operations. For reporting units within our Developing Markets geographic unit, we used a risk-rated discount rate of 9.3%. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, industry and economic conditions...

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..., and continuing pay and service will be used to calculate the pension benefits through December 31, 2019. Our U.S., Canadian, and United Kingdom subsidiaries provide health care and other benefits to most retired employees. Local government plans generally cover health care benefits for retirees...

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...financial instrument might be adversely affected by changes in market conditions and foreign currency exchange rates, commodity prices, or interest rates. We manage market risk by limiting the types of derivative instruments and derivative strategies we use and the degree of market risk that we plan...

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... accounting and disclosure requirements related to subsequent events in our consolidated financial statements. Note 2. Divestitures and Acquisitions Spin-off Kraft Foods Group On October 1, 2012 (the "Distribution Date"), we completed the spin-off of our North American grocery business, Kraft Foods...

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... table above. As of December 31, 2012, we also have a $55 million receivable from Kraft Foods Group related to the cash settlement of stock awards held by our respective employees at the time of the Spin-Off as further described in Note 11, Stock Plans , to the consolidated financial statements. 66

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... and related costs ("Spin-Off Costs") we have incurred to date. We recorded Spin-Off Costs of $1,053 million in 2012 and $46 million of Spin-Off Costs in 2011. We expect to reflect all one-time Spin-Off Costs within our reported results. We incurred the following Spin-Off Costs within our pre-tax...

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...our Developing Markets segment. The cumulative exposure was approximately $150 million at December 31, 2010. Other Divestitures: In 2012, we received $200 million in proceeds and recorded pre-tax gains of $107 million primarily related to the divestitures of a dinners and sauces grocery business in...

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... of brand names purchased through our acquisitions of Nabisco Holdings Corp., the Spanish and Portuguese operations of United Biscuits, the global LU Biscuit business of Groupe Danone S.A. and Cadbury. Amortizable intangible assets consist primarily of trademarks, customer-related intangibles...

Page 73
...implementation costs ("2012-2014 Restructuring Program") reflecting primarily severance, asset disposals and other manufacturing-related one-time costs. The primary objective of the restructuring and implementation activities was to ensure that both Kraft Foods Group and MondelÄ"z International were...

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... financial statements greater transparency to the total costs of our 2012-2014 Restructuring Program. Within our continuing results of operations, to date, we recorded implementation costs of $8 million in 2012 within cost of sales and selling, general and administrative expense in our North America...

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...project costs outside of our Integration Program and 2012-2014 Restructuring Program and consist of the following specific initiatives: â€¢ In 2012, we recorded a $21 million charge primarily within the segment operating income of Europe related to severance benefits provided to terminated employees...

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... over time or for general corporate purposes. This debt and approximately $260 million of related deferred financing costs were retained by Kraft Foods Group in the Spin-Off. On June 1, 2012, $900 million of our 6.25% notes matured. The notes and accrued interest to date were repaid using primarily...

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...770 Except for one-time Spin-Off related financing fees, interest expense associated with debt incurred by or migrated to Kraft Foods Group in connection with the Spin-Off is reflected within earnings from discontinued operations, net of income taxes. In 2012, SpinOff related financing fees include...

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...- Level 2 financial assets and liabilities consist of commodity forwards and options, foreign exchange forwards and options, currency swaps and interest rate swaps. Commodity derivatives are valued using an income approach based on the observable market commodity index prices less the contract rate...

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... - - In 2012, we recognized a loss of $556 million in interest and other expenses, net related to certain forward-starting interest rate swaps for which the planned timing of the related forecasted debt was changed in connection with our Spin-Off plans and related debt capitalization plans. In 2011...

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...of Kraft Foods Group and certain of our retired employees participated in our North American benefit plans. Following the Spin-Off, their benefits will be provided directly by Kraft Foods Group. The related plan obligations and plan assets (to the extent that the benefit plans were previously funded...

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... Obligations and Funded Status: The projected benefit obligations, plan assets and funded status of our pension plans at December 31, 2012 and 2011 were: U.S. Plans 2012 2011 (in millions) 2012 Non-U.S. Plans 2011 Benefit obligation at January 1 Service cost Interest cost Benefits paid Settlements...

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... Plans 2011 2010 (in millions) 2012 Non-U.S. Plans 2011 2010 Service cost Interest cost Expected return on plan assets Amortization: Net loss from experience differences Prior service cost Other expenses Net pension costs related to discontinued operations Net pension cost included in continuing...

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...million of prior service cost. We used the following weighted-average assumptions to determine our net pension cost for the years ended December 31: 2012 U.S. Plans 2011 2010 2012 Non-U.S. Plans 2011 2010 Discount rate Expected rate of return on plan assets Rate of compensation increase 4.56% 8.00...

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... in hedge fund-of-funds are calculated by the investment managers using the net asset value per share of the investment as reported by the money managers of the underlying funds. â€¢ Fair value estimates for insurance contracts are calculated based on the future stream of benefit payments discounted...

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... 1,516 $ The increases in Level 3 pension plan investments during 2012 were due to the net realized gains recorded on the investments, partially offset by net transfers out, primarily related to assets divested with the Spin-Off of Kraft Foods Group. Changes in our Level 3 plan assets, which are...

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...including changes in tax and other benefit laws; significant differences between expected and actual pension asset performance or interest rates; or other factors. Future Benefit Payments: The estimated future benefit payments from our pension plans at December 31, 2012 were (in millions): 2013 2014...

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... include contributions related to Kraft Foods Group employees who participated in our multiemployer pension plans through October 1, 2012 of $2 million in 2012, $5 million 2011 and $3 million in 2010. Other Costs: We sponsor and contribute to employee savings plans. These plans cover eligible...

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... amounts reported for the health care plans. A onepercentage-point change in assumed health care cost trend rates would have the following effects as of December 31, 2012: One-Percentage-Point Increase Decrease Effect on total of service and interest cost Effect on postretirement benefit obligation...

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... 2010 2012 Non-U.S. Plans 2011 2010 Discount rate Health care cost trend rate 4.47% 7.00% 5.30% 7.50% 5.70% 7.00% 4.14% 7.42% 5.02% 8.83% 5.28% 8.79% Future Benefit Payments: Our estimated future benefit payments for our postretirement health care plans at December 31, 2012 were: 2013 2014...

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... stock awards received one share of Kraft Foods Group restricted or deferred shares for every three of our restricted or deferred shares they held as of the Record Date. â€¢ Long-term incentive plan : Kraft Foods Inc. awards held by Kraft Foods Group employees were converted to Kraft Foods Group...

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...stemming from local laws, taxes or other regulatory matters, certain employees who previously held stock options may no longer hold stock options from Kraft Foods Group. As such, their stock option awards were converted into an equivalent amount of additional MondelÄ"z International stock options in...

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... local laws, taxes or other regulatory matters, certain employees who previously held restricted or deferred shares may no longer hold the stock awards from Kraft Foods Group. As such, their stock awards were converted into an equivalent amount of additional MondelÄ"z International stock awards in...

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... to laws and industry regulations in all jurisdictions in which we do business, is integral to our success. Accordingly, after we acquired Cadbury in February 2010 we began reviewing and adjusting, as needed, Cadbury's operations in light of U.S. and international standards as well as Kraft Foods...

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...Starbucks related to the Starbucks CPG business. The dispute is in arbitration in Chicago, Illinois. We are seeking appropriate remedies, including payment of the fair market value of the supply and license agreement, plus the premium this agreement specifies, prejudgment interest under New York law...

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...an independent, publicly traded company. To effect the SpinOff, our shareholders of record as of September 19, 2012 received one share of Kraft Foods Group for every three shares of MondelÄ"z International. The Spin-Off had no effect on the number of shares of MondelÄ"z International common stock in...

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... Canadian income taxes for all tax periods prior to the Spin-Off. In addition, we transferred to Kraft Foods Group all of its deferred tax assets and liabilities as of the Distribution Date. See Note 2, Divestitures and Acquisitions. As of January 1, 2012, our unrecognized tax benefits were $1,538...

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... 7.4% Our 2012 effective tax rate was favorably impacted by the mix of pre-tax income in various foreign jurisdictions and net tax benefits of $101 million from discrete one-time events, primarily related to the revaluation of U.K. deferred tax assets and liabilities resulting from tax legislation...

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... 31, 2012 and 2011: 2012 (in millions) 2011 Deferred income tax assets: Accrued postretirement and postemployment benefits Accrued pension costs Other Total deferred income tax assets Valuation allowance Net deferred income tax assets Deferred income tax liabilities: Trade names Property, plant...

Page 99
...), chocolate, gum & candy, coffee & powdered beverages and various cheese & grocery products. We manage our global business and report operating results through three geographic units: Developing Markets, Europe and North America. In connection with the divestiture of Kraft Foods Group, we divested...

Page 100
... within our Europe and Developing Markets segments, as well as within general corporate expenses. The 2012 increase in general corporate expenses was due primarily to $407 million of Spin-Off Costs recorded within general corporate expenses, partially offset by lower Integration Program costs. The...

Page 101
... Total capital expenditures Net revenues by consumer sector were: $ $ 761 350 217 1,328 282 1,610 $ $ 713 378 279 1,370 401 1,771 $ $ 607 334 272 1,213 448 1,661 For the Year Ended December 31, 2012 Developing Markets Europe North America (in millions) Total Biscuits Chocolate Gum & Candy...

Page 102
... $ 10,988 9,565 5,692 6,057 3,508 35,810 Developing Markets For the Year Ended December 31, 2010 North Europe America (in millions) Total Biscuits Chocolate Gum & Candy Beverages Cheese & Grocery Total net revenues Geographic data for net revenues and long-lived assets were: $ $ 2,796 3,770...

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... 0.36 0.29 42.44 37.15 $ 0.31 (0.01) 0.30 0.13 42.54 24.50 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ The first three quarters of 2012 and the fourth quarter 2012 market price-high in the table above reflect historical stock prices which were not adjusted to reflect the Kraft Foods Group Spin-Off. 100

Page 104
...0.47 0.29 37.93 31.88 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Market prices in the table above reflect historical stock prices which were not adjusted to reflect the Kraft Foods Group Spin-Off. The fourth quarter of 2011 benefited from lower than projected taxes on our earnings outside the U.S. and an...

Page 105
... of Shareholders scheduled to be held on May 21, 2013 ("2013 Proxy Statement"). All of this information is incorporated by reference into this Annual Report. The information on our Web site is not, and shall not be deemed to be, a part of this Annual Report or incorporated into any other filings we...

Page 106
... Management and Related Stockholder Matters. The number of shares to be issued upon exercise or vesting of awards issued under, and the number of shares remaining available for future issuance under, our equity compensation plans at December 31, 2012 were: Equity Compensation Plan Information Number...

Page 107
... and between Mondelez Canada Inc. and Kraft Canada Inc., dated as of September 29, 2012 * Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, among Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd. and Kraft Foods...

Page 108
... Stock Option Award Agreement. + MondelÄ"z International, Inc. Long-Term Incentive Plan, effective as of January 1, 2011 and restated as of October 2, 2012. + MondelÄ"z Global LLC Supplemental Benefits Plan I, effective as of September 1, 2012. + MondelÄ"z International, Inc. Supplemental Benefits...

Page 109
... Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The following materials from MondelÄ"z International's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, formatted in XBRL (eXtensible Business...

Page 110
... registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MONDELÄ'Z INTERNATIONAL, INC. By: / S / DAVID A. BREARTON (David A. Brearton Executive Vice President and Chief Financial Officer) February 25, 2013 Date: Pursuant to the requirements...

Page 111
... ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE To the Board of Directors and Shareholders of MondelÄ"z International, Inc.: Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 25, 2013...

Page 112
... Charged to Charged to Costs and Other Expenses Accounts (a) Col. D Col. E Balance at End of Period Description Deductions (b) 2012: Allowance for trade receivables Allowance for other current receivables Allowance for long-term receivables Allowance for deferred taxes 2011: Allowance for...

Page 113
Exhibit 2.3 CANADIAN ASSET TRANSFER AGREEMENT BETWEEN MONDELEZ CANADA INC. AND KRAFT CANADA INC. MADE AS OF September 29, 2012

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...Grocery Liabilities Obligations and Liabilities Not Assumed Ancillary Agreements Waiver of Bulk Sales Laws Real Property Matters Intellectual Property Matters Treatment of Personal Information Indemnification Election under Subsection 85(1) of the Tax Act Stated Capital Transfer Taxes Property Taxes...

Page 115
ARTICLE 6 - PENSIONS AND BENEFITS MATTERS 6.01 6.02 6.03 6.04 6.05 6.06 6.07 Assignment and Assumption of Registered Pension Plans Registered Pension Plan Transfers Group Registered Retirement Savings Plan Non-Registered Savings Plan Accounts Supplemental Top Up Plans Post-Retirement Health and ...

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Schedule 5.01(2): Collective Agreements Schedule 5.03(1): Specified Incentive Plans Schedule 6.01(1): Stand-Alone Registered Pension Plans Schedule 6.01(2): Form of Assignment and Assumption Agreement Schedule 6.02(1): Vendor Commingled Registered Pension Plans - iii -

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... to the Effective Time and where such performance is to be for the benefit of the Purchaser after the Effective Time. " Business Day " means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Toronto, Ontario are authorized or required by law to close...

Page 118
... described in Paragraph 89 of the Tax Ruling. " Butterfly Percentage " means the proportion, expressed as a percentage, that the net fair market value of the business property transferred indirectly by the Vendor to Mondelez Canada Holdings ULC (referred to in the Tax Ruling as "TCo"), as described...

Page 119
... Effective Time that constitute part of the SnackCo Business. " Canadian Snack Liabilities " means all Liabilities of the Vendor that constitute SnackCo Liabilities, including those listed or described in Section 2.10. " Canadian Transaction Tax " has the meaning ascribed thereto in the Tax Sharing...

Page 120
...) and Trebor Canada Inc. (now Kraft Canada Inc.), as amended pursuant to an amendment agreement dated , 2012, as such loan agreement has been assigned by Greencastle Drinks to Kraft Foods North America and Asia BV, and as subsequently assigned by Kraft Foods North America and Asia BV to Yellowcastle...

Page 121
...agreement dated Inc., as may be amended or modified from time to time. , 2012 between Kraft Foods Inc. and Kraft Foods Group, " SnackCo Brand IP " has the meaning ascribed thereto in the IP Agreement (Trademark). " SnackCo Canada Cash " means an amount of cash and Cash Equivalents of or standing to...

Page 122
... in the name of the Vendor and those held by Cadbury Schweppes Overseas Limited in trust for the Vendor), and (iii) all of the liabilities and obligations owed to the Vendor by Kraft Holdings ULC and by Kraft Asia Pacific (Alberta) GP ULC. " Tax " has the meaning ascribed thereto in the Tax Sharing...

Page 123
...to the extent Related to the Canadian Snack Business and (ii) any other accounts receivable of the Vendor listed or described on Schedule 2.01(a), but in all cases save and except for the Specified GroceryCo Accounts Receivable. " Transferred Employees from Commingled Plans " has the meaning set out...

Page 124
... Grocery Indebtedness; Sub-leasehold Lands; Specified Liabilities; Employees Transferring to the Purchaser; Collective Agreements; Specified Incentive Plans; Stand-Alone Registered Pension Plans; Form of Assignment and Assumption Agreement; and Vendor Commingled Registered Pension Plans. ARTICLE...

Page 125
... to the date of the SnackCo Balance Sheet; all approvals, registrations, permits and authorizations issued by any Governmental Authority that relate exclusively to the Canadian Snack Business or the Canadian Snack Assets and are held in the name of the Vendor, including those listed or described...

Page 126
... pre-paid expenses and deposits Related to the Canadian Snack Business including all pre-paid insurance, rent and royalties, all pre-paid property taxes and water rates, all pre-paid purchases of gas, oil and hydro, all pre-paid lease payments and all pre-paid employee items referred to in Section...

Page 127
..., the Tax Sharing Agreement or in any other Ancillary Agreement. 2.04 Consideration The consideration (the " Consideration ") payable by the Purchaser to the Vendor for the Canadian Snack Assets will be the aggregate fair market value of the Canadian Snack Assets as at the Effective Time. 2.05...

Page 128
... use their reasonable best efforts to sustain such allocation. The parties will share information and cooperate to the extent reasonably necessary to permit the transactions contemplated by this Agreement to be properly, timely and consistently reported. 2.07 Cash Transfer From the Effective Time...

Page 129
..., thereafter amounts owing to the Vendor from persons related to the Vendor, and thereafter other Cash Equivalents, in each case, of or standing to the credit of the Vendor immediately prior to the Effective Time and constituting SnackCo Canada Cash. 2.08 Misdirected Amounts and Misdirected Invoices...

Page 130
... operation or conduct of the Canadian Snack Business, as conducted at any time prior to the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure...

Page 131
... Business), arising on or after the Effective Time; the Applicable SnackCo Proportion of any Shared Liability; the Greencastle Obligation; the Vendor's obligations as a subsidiary guarantor under the Cadbury Bonds Guarantee; (j) (k) (l) (m) all employment and registered and unregistered pension...

Page 132
...; the operation or conduct of the Canadian Grocery Business, as conducted at any time prior to the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or...

Page 133
... of each of them have entered into the Ancillary Agreements (other than this Agreement), including the Employee Matters Agreement, the IP Agreement (Non-Trademark), the IP Agreement (Trademark), the Supply Agreement, the Tax Sharing Agreement, the Transition Services Agreements and the Warehouse...

Page 134
... 6 of the Retail Sales Tax Act (Ontario) and equivalent Laws in other provinces to the extent such Laws would be applicable to the transactions contemplated by this Agreement. 3.02 Real Property Matters (1) (2) At or before the Effective Time the Vendor and the Purchaser will have entered into the...

Page 135
... Liabilities; the operation or conduct of any business conducted by the Vendor at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or...

Page 136
... class immediately before the disposition" will be interpreted to mean that proportion of the undepreciated capital cost to the Vendor of all of the property of that class immediately before the Effective Time that the fair market value at that time of the asset that is transferred is of the fair...

Page 137
... will be responsible for accounting for any goods and services tax, harmonized sales tax and/or Quebec sales tax that form part of any receivables acquired by the Purchaser as part of its acquisition of the Canadian Snack Assets, and (ii) the transfer of such receivables will be net of any amount...

Page 138
... sets out the names of all employees of the Canadian Snack Business as of the Closing Date (" Employees "). No later than the Closing Date, the Vendor will provide the Purchaser with information regarding terms and conditions of employment of the Employees in effect as of the Effective Time and such...

Page 139
... insurance, Canada Pension Plan, employer health tax, applicable statutory hospitalization insurance, accrued wages, salaries and commissions and employee benefit plan payments will be appropriately adjusted to the close of business on the day immediately preceding the Effective Time. (4) On...

Page 140
...any payments made by the Vendor after the Effective Time to any workers compensation board in relation to any Employees who become employees of the Purchaser, the Purchaser will fully indemnify and save harmless the Vendor for such payments within 30 days following the end of each quarter-end during...

Page 141
...Canadian Snack Business as of the Closing Date, and who become employed by the Purchaser effective the Effective Time (the " Transferred Employees from Commingled Plans ") will cease to actively participate in and accrue benefits under the Vendor Commingled Registered Pension Plans and will commence...

Page 142
... SnackCo Pension Plan in respect of the benefits which Transferred Employees from Commingled Plans have accrued under the Vendor Commingled Registered Pension Plans up to the Effective Time. The asset transfer amounts will be determined in accordance with paragraph 8(b) of the Financial Services...

Page 143
... Vendor Commingled Registered Pension Plans in respect of the benefits of Transferred Employees from Commingled Plans (adjusted to reflect the applicable rate of return determined under clause (c) below), and increased or decreased, as the case may be, in order to reflect the fund rate of return of...

Page 144
... to post-retirement health and welfare benefit entitlements of the members of the Stand-Alone Registered Pension Plans whose employment with the Vendor ceased prior to the Effective Time. With respect to Employees who become employed by the Purchaser effective the Effective Time, the Purchaser...

Page 145
... arising before the Closing Date, regardless of whether such individuals become employed by the Purchaser. ARTICLE 7-CLOSING ARRANGEMENTS AND TERMINATION 7.01 Closing The transactions contemplated by this Agreement will be completed at the Effective Time at the offices of McCarthy TÃ©trault LLP...

Page 146
... it is a member of the SnackCo Post-Distribution Group. As such, the Vendor and the Purchaser acknowledge that the Purchaser is entitled to the benefits of Sections 5.03(a) and 5.04 of the Tax Sharing Agreement as they relate to Canadian Transaction Taxes imposed on the Purchaser or for which the...

Page 147
...08 of the Tax Sharing Agreement), any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows: To the Vendor: Kraft Canada Inc. 95...

Page 148
To the Purchaser: Mondelez Canada Inc. 2660 Matheson Boulevard East Mississauga, Ontario L4W 5M2 Fax No.: Attention : President or to such other street address, individual or electronic communication number or address as may be designated by notice given by either party to the other. Any demand, ...

Page 149
IN WITNESS WHEREOF the parties have executed this Agreement. MONDELEZ CANADA INC. Per: /s/ Rosanne Angotti Name: Rosanne Angotti Title: President and Secretary KRAFT CANADA INC. Per: /s/ Kelly MacGregor Name: Kelly MacGregor Title: Assistant Secretary

Page 150
... PROFESSIONAL SERVICES AGREEMENT BETWEEN KRAFT FOODS GROUP, INC., AND HP ENTERPRISE SERVICES, L.L.C. As amended and restated pursuant to Amendment 90 KRAFT / HP CONFIDENTIAL CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT...

Page 151
... value to Kraft's business processes; Continue to deliver year-on-year cost reductions; Design new capabilities and innovations to enable growth; Implement common processes and move toward an integrated enterprise-wide reporting system across Kraft; Provide committed levels of service quality that...

Page 152
... ability to manage its business to predictable costs; Provide a contract structure that will minimize the occurrence of true-ups after the Effective Date that would result in unplanned changes in the Services, Service performance, pricing or to other costs to Kraft; Leverage the Supplier's scale in...

Page 153
... this Agreement which sets forth the hosting Services to be provided under this Agreement for Kraft shall also become effective as of the Grocery Start Date. For the avoidance of doubt, the term stated in any Supplement each shall continue without change (e.g., the Term of a novated Supplement will...

Page 154
...disputes arising under or relating to any Companion Agreement shall be subject to the provisions of Article 19 , and under no circumstances shall 2.4.2 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY...

Page 155
... Physical Security Kraft Rules Kraft Internal Controls Kraft Labor Policies Network Services Demarcation Subcontractors Policies and Procedures Manual Content Termination Assistance Services Direct Kraft Competitors Direct Supplier Competitors Approved Benchmarkers Global Personal Data Protection...

Page 156
... to enter into new commitments (such as refresh of equipment, in order to provide the Services or meet the Service Levels), in which case Termination Charges may be payable with regard to such commitments, provided that Supplier notifies Kraft in advance of such commitments and the associated costs...

Page 157
... recurring basis as of the Commencement Date, by Kraft Personnel who were displaced or whose functions were displaced as a result of this Agreement, including all Affected Personnel (including, for the avoidance of doubt, those services, functions and responsibilities performed by Directed Employees...

Page 158
... Supplement, at 12:00:01 a.m., United States Central Time on the Commencement Date (or at such later time as Kraft may specify); in the case of Services comprising Projects, New Services and Termination Assistance Services, on the date determined in accordance with this Agreement or the applicable...

Page 159
...by Kraft or the Eligible Recipients and (ix) a detailed work plan identifying the specific transition activities to be performed by Supplier Personnel (at the individual or team level, as appropriate) on a weekly basis during the Transition Period. The Transition Plan also shall identify any related...

Page 160
... and shall use commercially reasonable efforts to assist Kraft with the resolution of any problems that may impede or delay the timely completion of each task in the Transition Plan that is Kraft's responsibility. 4.2.5 Reports . Supplier shall meet at least weekly with Kraft to report on its...

Page 161
... by the Supplier and the changes in technology and business processes to be implemented by Supplier, (ii) the date(s) by which each such activity 4.3 4.3.1 4.3.2 4.3.3 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO...

Page 162
... current or future plans, or altering the timing for implementation of parts of the transformation without any increase in Supplier's Charges, if Kraft reasonably determines that any part of the transformation poses a risk or hazard to Kraft's or an Eligible Recipient's business interests, (v) the...

Page 163
... of the Term or on such earlier date as Kraft may reasonably request given the nature of the tasks being requested, and continuing for the period of time requested by Kraft in its notice to Supplier, which may be up to 12 months following the effective date of the expiration of the Term (as...

Page 164
...by Kraft and continuing for the period of time requested by Kraft in its notice to Supplier, which may be up to 12 months following the effective date of such termination. 4.4.1.2 Extension of Termination Assistance Services . Kraft may elect, upon 30 days' prior notice, to extend the effective date...

Page 165
... assist Kraft, an Eligible Recipient and/or their designee(s) in developing a written transition plan for the transition of the Services to Kraft, such Eligible Recipient, or their designee(s), which plan shall include (as requested by Kraft) capacity planning, business process planning, facilities...

Page 166
... . Subject to applicable Privacy Laws, such list shall specify each such Supplier Personnel's job title and annual rate of pay. 4.4.2.2.2 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST...

Page 167
... the Acquired Assets) owned or leased by Supplier that is primarily used by Supplier, Supplier Subcontractors or Supplier Affiliates to perform the Services. Such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the expiration or termination date or...

Page 168
..., Kraft shall pay Supplier a negotiated fee, which will be [ * * * ] that is [ * * * ] the [ * * * ] reflected in the applicable rates under the applicable Supplement from Supplier's [ * * * ]. To the extent the Termination Assistance Services requested by Kraft can be provided by Supplier using...

Page 169
...Recipients, then for a period of up to two years following the expiration or termination date, upon Kraft's request Supplier shall continue to provide such proprietary communications network and other Network Services at the rates, and subject to the terms and conditions, set forth in this Agreement...

Page 170
... on the Services or the Service Levels, and Supplier is not compensated for such additional resources through the charging mechanism in the applicable Supplement, then Kraft will compensate Supplier for such assistance on a time and materials basis provided that (i) Supplier notifies Kraft prior to...

Page 171
...monthly number of Project proposals and plans typically prepared by Kraft prior to the Effective Date, the Parties agree to meet and develop an equitable solution. Additional Work or Reprioritization . In addition to the FTEs provided for in accordance with Section 4.6.1 , the Kraft Contract Manager...

Page 172
... technology environments to be acquired, potential integration approaches, and the potential net economic impact of the acquisition in connection with the Services) as reasonably necessary to assist Kraft's assessment of the portion of the acquisition or new Entity to which the Services will relate...

Page 173
... management for the information technology functions needed to support such Entity, including on-site support at the location of such Entity. Divestitures. From time to time, Kraft may divest business units or Affiliates. In such cases, Supplier will provide transition support services to Kraft...

Page 174
... all information that Supplier reasonably believes is required for Kraft to determine whether the new location will result in: (A) increased costs to Kraft or the Eligible Recipients, (B) a negative impact to the Services or Service Levels, or (C) increased business (including public relations...

Page 175
... to office space and office furniture provided by Kraft to other contractors performing information technology or similar services at the same Kraft Facility, except to the extent Supplier provides lesser quality office space and office furniture to its own similarly situated employees. In the case...

Page 176
..., Supplier shall provide (i) all maintenance, site management, site administration and similar services for the Supplier Facilities, (ii) uninterrupted power supply services for the Supplier Facilities and for the Software, Equipment and Systems in Kraft Facilities as designated in Schedule 7.1 and...

Page 177
... from which the Services are then being provided by Supplier to another geographic location; provided that, in such event, Kraft will provide Supplier with comparable office space in the new geographic location. In such event, Kraft shall pay the applicable labor rate(s) for additional personnel...

Page 178
... the Services which have been communicated to Supplier or Supplier Personnel in advance by such means as are generally used by Kraft to disseminate such information to its employees or contractors, including those set forth on Schedule 17.3 and those applicable to specific Kraft Sites (collectively...

Page 179
... and Supplier Personnel shall observe and comply with all Laws applicable to the use by it and them of each Kraft Facility or Site or the provision of the Services, including environmental Laws and Laws regarding occupational health and safety. Supplier shall be responsible for the compliance...

Page 180
... Supplier is financially responsible under this Agreement, except for (a) product vendor specialists who Supplier engages on a temporary basis to address urgent problems and (b) contracts for Supplier Overhead Materials, Supplier shall use commercially reasonable efforts to (i) obtain for Kraft, the...

Page 181
... Supplement or the completion of Termination Assistance Services to permit Kraft, the Eligible Recipients and/or their designee(s) to assume prospectively the license, lease or contract in question or to enter into a new license, lease or contract with Kraft, the Eligible Recipients and/or their...

Page 182
...Date on which Supplier assumes responsibility for the Services in question, Kraft shall assign to Supplier, and Supplier shall assume and agree to perform all obligations arising on or after the applicable Commencement Date that are related.... THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A...

Page 183
... for which Supplier is financially responsible under the applicable Supplement and, subject to Section 9.12 , may substitute or change vendors relating to goods or services covered thereby; provided that, except as otherwise disclosed by Supplier and agreed to by Kraft, such change(s) (i) shall not...

Page 184
... the continued performance of the Services in accordance with this Agreement and shall either provide such Services itself or enter into an agreement for such Services with a replacement Managed Third Party. In that event, if and to the extent Kraft is financially responsible for that Managed Third...

Page 185
..., Supplier agrees to pay Kraft on the Commencement Date the Acquired Assets Credit specified in the applicable Supplement. In addition, Supplier shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of...

Page 186
..., all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets. Kraft and Supplier intend that Article 5 of the Sixth Council Directive 77/388/EEC of May 17, 1977, as implemented in the relevant jurisdiction, and similar applicable Laws will apply...

Page 187
... remedies available to Kraft, Supplier shall pay or credit to Kraft the Deliverable Credits specified in the applicable Supplement or established by Kraft as part of the Project approval process on a case by case basis in recognition of the diminished value of the Services resulting from Supplier...

Page 188
..., timeliness, responsiveness, cost-effectiveness, or productivity of the Services; (iii) modify or increase the Service Levels to reflect changes in the processes, architecture, standards, strategies, needs or objectives defined by Kraft; and (iv) modify or increase the Service Levels to reflect...

Page 189
...or any Eligible Recipient's financial integrity or internal controls, the accuracy of Kraft's or any Eligible Recipient's financial, accounting, quality, inventory, procurement or human resources records and reports or compliance with Kraft Rules, Kraft Standards or applicable Laws, or (ii) that has...

Page 190
... as otherwise provided with respect to employees in Deferred Countries and Directed Employees, Supplier shall extend offers of at-will employment to all Affected Kraft Foods Global Personnel (other than contractors) at least 30 days before the Commencement Date, on a schedule and in a manner that...

Page 191
... after the Effective Date except to the extent earlier communication is required by applicable Law. Supplier shall not disclose information relating to the transfer of employment, including internal employee communications or external communications, without the prior consent of Kraft or another...

Page 192
... of such relocation is expressly disclosed in the Transitioned Employee's offer letter and agreed to by him or her at the time of hiring or thereafter. For a period of 12 months following the Effective Date, the Supplier will inform Kraft each month of Transitioned Personnel terminated by Supplier...

Page 193
..., who obtains information about Affected Personnel who did not receive or accept an offer from Supplier or its Subcontractors, to directly or indirectly offer employment to any such Affected Kraft Foods Global Personnel. Employee Benefit Plans. General . Except as otherwise provided in this Article...

Page 194
...'s applicable savings plan. Flexible Spending Account Plans . Each Transitioned Employee shall be eligible as of his or her Employment Effective Date to participate in Supplier's applicable health care and dependent care reimbursement accounts . Tuition Assistance . Transitioned Employees shall be...

Page 195
... that are relevant to the Affected Kraft Foods Global Personnel and any employees who transfer pursuant to the EU Acquired Rights Directive or similar applicable Laws, including, without limitation, those referred to in Regulation 55(2) Income Tax (Employment) Regulations 1993 and paragraph 32...

Page 196
... be responsible for funding and distributing benefits under the Kraft benefit plans in which Transitioned Employees participated prior to the Employment Effective Date and for paying any compensation and remitting any income, disability, withholding and other employment taxes for such Transitioned...

Page 197
... reasonably requested by Kraft. If Kraft in good faith objects to the proposed assignment, the Parties shall attempt to resolve Kraft's concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft's concerns within five business days of Kraft communicating its concerns...

Page 198
... this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft's concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft's concerns within five business days of Kraft communicating its concerns...

Page 199
... designate a Supplier Account Executive for the Services who, unless otherwise agreed by Kraft, shall maintain his or her office at Three Parkway North, Deerfield, Illinois 60015. The Supplier Account Executive shall (i) be one of the Key Supplier Personnel; (ii) be a full time employee of Supplier...

Page 200
... or a Subcontractor) to perform services directly or indirectly for or market Supplier's services to a Direct Kraft Competitor either while engaged in the provision of Services or during the first [ * * * ] after the Effective Date for the Transitioned Employees and, with respect to: (a) each...

Page 201
... and professional conduct, including Kraft Labor Policies listed in Schedule 17.5 , generally applicable to personnel at such Kraft Sites (and communicated to Supplier in writing or by any other means generally used by Kraft to disseminate such information to its employees or contractors), (ii...

Page 202
..., product vendor specialists who Supplier engages on a temporary basis to address urgent problems, and Third Party Contractors under Third Party Contracts assumed by Supplier to the extent such contracts do not comply with this requirement as of the Effective Date) and Affiliates providing Services...

Page 203
... limitation) its obligations regarding consultation and the giving of information. Reserved. Directed Employees . Kraft shall make available to Supplier for use in Supplier's performance of Services the employees of Kraft and its Affiliates listed on the applicable Supplement (so long as they remain...

Page 204
... version to Kraft within fifteen (15) business days of its receipt of such comments and suggestions for Kraft's approval. New Supplement Services . In connection with each Supplement for Services not being performed by Supplier immediately preceding the applicable Supplement Effective Date, and at...

Page 205
... Date for the Snack Business and those that can be provided through ad hoc reporting capabilities in report-generating tools. In addition, from time to time, Kraft may identify additional Reports to be generated by Supplier and delivered to Kraft on an ad hoc or periodic basis. All Reports listed...

Page 206
... transition and ongoing provision of the Services, quarterly during the first year of the Term and semi-annually thereafter; a quarterly meeting of senior management of both Parties to review relevant contract and performance issues; a periodic meeting of management of both Parties in which Supplier...

Page 207
... the provision of specific Services on a dayto-day basis) and shall invite the Kraft Contract Manager to attend such meetings or to designate a representative to do so. Quality Assurance and Internal Controls . Supplier shall develop and implement Quality Assurance and internal control processes and...

Page 208
... in writing by Kraft in order to assist Kraft to meet the requirements of the Sarbanes-Oxley Act of 2002 and implementing regulations promulgated by the United States Securities and Exchange Commission and the Public Company Accounting Oversight Board, as well as similar Laws in other jurisdictions...

Page 209
... Kraft on an annual basis or otherwise as requested by Kraft in preparing Strategic Plans and short-term implementation plans. The assistance to be provided by Supplier shall include: (i) active participation with Kraft representatives on permanent and ad-hoc committees and working groups addressing...

Page 210
... that shows how Supplier will provide the Services to enable Kraft to achieve the Strategic Plan objectives and to implement and support Kraft's business, information technology objectives and strategies (" Technology Plan "). The development of the Technology Plan will be an iterative process that...

Page 211
... for, any impacted business process or associated Software, Equipment, System, Services or Materials, (iii) any increase in the cost to Kraft or the CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY...

Page 212
... part of the Services or exercising its right to in-source or use third parties; (viii) have an adverse impact on Kraft's or an Eligible Recipient's environment (including its flexibility to deal with future changes, interoperability and its stability); (ix) introduce new technology to Kraft's or an...

Page 213
... in accordance with this Agreement and the Kraft Standards and Strategic Plans and that it will not (i) increase Kraft's total cost of receiving the Services; (ii) require material changes to Kraft's or the Eligible Recipient's business, facilities, systems, software or equipment; (iii) adversely...

Page 214
...to information technology standards, processes and procedures and associated software, equipment and systems on an expedited basis taking into account the relevant circumstances (the " Specialized Services "). The Parties acknowledge that the provision of such Specialized Services may, in some cases...

Page 215
... for all Charges, all Kraft Data and all transactions, authorizations, changes, implementations, soft document accesses, reports, filings, returns, analyses, procedures, controls, records, data or information created, generated, collected, processed or stored by Supplier in the performance...

Page 216
... comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) to, provide to Kraft (and internal and external auditors, inspectors, regulators and other representatives that Kraft may designate from time to time, including customers, vendors, licensees and other...

Page 217
... access to (A) the proprietary information of other Supplier customers, (B) Supplier locations that are not related to Kraft, the Eligible Recipients or the Services, (C) Supplier's internal costs, except to the extent such costs are the basis upon which Kraft is charged (e.g., reimbursable expenses...

Page 218
... will respond to each exit interview and/or audit report in writing within 30 days, unless a shorter response time is specified in such report. Supplier and Kraft shall develop and agree upon an action plan to promptly address and resolve any deficiencies, concerns and/or recommendations identified...

Page 219
... events within 60 days of completion. Supplier shall respond to such report in accordance with Section 9.10.7 . 9.10.10 Information-Technology Support . Supplier shall provide all information-technology support reasonably related to the Services and required for Kraft and the Eligible Recipients...

Page 220
... of this Agreement, and, at Kraft's request, assist Kraft in making those changes. Supplier shall manage each Managed Telecom Transport Provider as a managed third party pursuant to Section 6.6 . Subcontractors . Use of Subcontractors . Prior to entering into a subcontract with a third party...

Page 221
... shall work in good faith to resolve Kraft's concerns on a mutually acceptable basis and, at Kraft request, replace such Shared Subcontractor at no additional cost to Kraft. 9.12.3 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION...

Page 222
... all of the Subcontractors are managed effectively and efficiently. Kraft acknowledges and approves Supplier's use of Kraft assigned contracts notwithstanding that such contracts do not comply with all of the requirements of this Agreement as of the Effective Date. Notwithstanding the terms of the...

Page 223
... financially and operationally responsible, Supplier agrees to consult with Kraft on request concerning the compatibility of Services with such Equipment including, in the case of Equipment and related software that Kraft proposes to acquire, informing Kraft of the likely effects (if any) of the use...

Page 224
...) or (ii) newly filed tariffs or regulatory submissions or (iii) public postings by Supplier, Subcontractor or Managed Third Party Telecom Transport Provider of rates and other terms of service. If (x) Supplier is unwilling or unable to develop such proposal within 20 business days of any such event...

Page 225
... not to, resist same and shall improve or enhance such Service as required. Unauthorized Use. 9.15.5 9.15.6 9.15.7 9.16 Kraft and Supplier shall cooperate fully in efforts to prevent and cure unauthorized use of the Services by expeditiously informing each other of suspected abuse and...

Page 226
...) improve the efficiency and effectiveness of the information technology services and functions performed by or for Kraft and the Eligible Recipients at or from Kraft Facilities; (iii) result in cost savings or revenue increases to Kraft and the Eligible Recipients in areas of their business outside...

Page 227
... the business impact, performance improvements and cost savings associated with such Technological Evolutions. Where requested by Kraft, Supplier shall develop and present to Kraft proposals for (i) implementing Technological Evolutions or (ii) changing the direction of Kraft's then current strategy...

Page 228
... used by Supplier to provide the Services will interface and integrate with the Retained Systems and Business Processes. Keep Informed . Supplier shall inform itself and maintain up to date knowledge about all aspects of the existing and future Retained Systems and Business Processes related...

Page 229
... business and technology strategy and direction; and (vi) such other things as Kraft may reasonably require related to the Services. 10. 10.1 10.1.1 KRAFT RESPONSIBILITIES Responsibilities . Kraft Contract Manager . Kraft shall designate one individual to whom all Supplier communications concerning...

Page 230
... Services, Kraft agrees to pay Supplier the applicable Charges that are set forth in the applicable Supplement beginning as of the Commencement Date. Supplier shall continually seek to identify methods of reducing such Charges and will notify Kraft of such methods and the estimated potential savings...

Page 231
...resources utilized by Kraft hereunder. Charges for Contract Changes . Unless otherwise agreed from time to time, and except as noted in the applicable Supplement, changes in the Services (including changes in Kraft Standards, Strategic Plans, Technology Plans, business processes, Software, Equipment...

Page 232
...be modified to take account of Supplier's diminished control of the Service Levels and any change in Supplier cost structure for providing the partial set of Services. In such event, Supplier and Kraft will in good faith promptly negotiate any Service Level or pricing adjustments required. Except as...

Page 233
.... To the extent an authorized Kraft representative specifies the vendor, pricing and/or terms and conditions for procurement of products or services for which Kraft shall pay on a Pass-Through Expense basis or, where agreed upon by the Parties, on a cost-reimbursement basis, Supplier shall 11.3 11...

Page 234
... equivalent or better terms and conditions for the requested product or service than the master agreements existing as of the Commencement Date that are between Kraft and third party vendors. If, at any time, Kraft determines that the pricing and terms and conditions available through Supplier are...

Page 235
...consumed by Supplier in providing the Services (including services obtained from Subcontractors) where the tax is imposed on Supplier's acquisition of such goods or services and the amount of tax is measured by Supplier's costs in acquiring or procuring such goods or services and not by Kraft's cost...

Page 236
... such settled taxes, and Supplier shall reimburse Kraft to the extent Kraft had paid such taxes. Tax Filings. Each Party represents, warrants and covenants that it will file appropriate tax returns, and pay applicable taxes owed arising from or related to the provision of the Services in applicable...

Page 237
... 10 days, in which case Supplier shall promptly advise Kraft of the time Supplier will require, and shall provide such proposal as soon as reasonably practicable. Kraft shall provide such information as Supplier reasonably requests in order to prepare such New Service proposal. Such New Services...

Page 238
... replaced over time to keep pace with technological advancements and improvements in the methods of delivering Services and changes in the businesses of Kraft and the Eligible Recipients, provided that the foregoing shall not be interpreted to require Supplier to refresh Equipment at a rate that is...

Page 239
... Supplier will continually explore and identify opportunities to improve the Services and reduce Kraft's costs, and will advise Kraft management of each opportunity that is identified and estimate the potential savings. From time to time, Kraft may request that the Parties work together to identify...

Page 240
... the prepayment prior to the Effective Date, Supplier shall only be obligated to refund amounts to Kraft to the extent Supplier received an economic benefit from the prepayment (e.g., if Supplier can demonstrate that it had planned to use a replacement service at a lower cost, Supplier would only be...

Page 241
...the quality and price of other well-managed outsourcing suppliers (not including companies who self-perform services) performing similar services to ensure that Kraft is receiving from Supplier pricing and levels of service that are competitive with market rates, prices and service levels, given the...

Page 242
...; (iii) the extent to which supplier pricing includes the cost of acquiring future assets; (iv) the extent to which this Agreement calls for Supplier to provide and comply with unique Kraft requirements; (v) whether Service Taxes are included in such pricing or stated separately in supplier invoices...

Page 243
... applicable legal, regulatory and accounting requirements; and (ii) allow Kraft to validate volumes and fees. Each invoice shall include the pricing calculations and related data utilized to establish the Charges and sufficient information to validate the service volumes and associated Charges. The...

Page 244
... so notify Supplier on or before the payment due date. Supplier shall promptly provide such reasonable detail and supporting documentation, and Kraft shall notify Supplier within 10 business days after receipt thereof by the Kraft Contract Manager whether it disputes any of the Charges in Supplier...

Page 245
.... If at any time Kraft is withholding disputed amounts that, in the aggregate, exceed [ * * * ], then Kraft shall place the full amount of the withheld amounts into an interest bearing escrow account with a nationally recognized financial institution. The Parties agree to work in good faith and...

Page 246
... . As part of the Services, Supplier shall be responsible for developing and maintaining procedures for the reconstruction of lost Kraft Data which are (i) no less rigorous than those maintained by Kraft as of the Effective Date (or implemented by Kraft in the future to the extent deemed necessary...

Page 247
..., Developed Materials, Kraft Data, customer lists, customer contracts, customer information, rates and pricing, information with respect to competitors, strategic plans, account information, rate case strategies, research information, plant and equipment design information, financial/accounting...

Page 248
... Proprietary Information to tax authorities, pertinent to tax filings, claims, and assessments without approval by the other Party, but subject to notice to the other party except where prohibited by applicable Law. Neither Party shall (A) make any use or copies of the Proprietary Information of...

Page 249
... of Supplier's performance with respect to such Service Levels) in connection with a benchmarking under Section 11.10. Kraft may disclose Proprietary Information relating to its operations, the Services, the Service Levels, and its costs for the Services (but not the Resource Unit Charges or...

Page 250
... approval or consent by, the other Party, to taxing authorities and to such Party's representatives, attorneys and advisers, any Proprietary Information that is required to be disclosed in connection with such Party's tax filings, reports, claims, audits or litigation, provided the disclosing Party...

Page 251
... other specification or information necessary for Kraft to retrieve, read, revise and/or maintain such files and information. Upon the request of the Kraft Contract Manager, Supplier shall confirm that, to the best of its knowledge, all files and other information provided to Kraft are complete and...

Page 252
...information requested by Kraft or that would assist Kraft in connection with such Litigation Response Plan. Supplier shall comply with the Litigation Response Plan, to the extent capable of being performed by the Supplier Personnel then providing the Services, as it may be revised by Kraft from time...

Page 253
... products or services created by or obtained from third party sellers, distributors, purchasers or users of such products or services, and (ii) all enhancements or derivative works of such intellectual property, Software and Materials. License to Kraft Owned Materials . As of the Commencement Date...

Page 254
... Termination Assistance Services and shall certify such cessation to Kraft in a notice signed by an officer of Supplier and each applicable Subcontractor. THE KRAFT OWNED MATERIALS ARE PROVIDED BY KRAFT TO SUPPLIER AND ITS SUBCONTRACTORS ON AN AS-IS, WHERE-IS BASIS, EXCEPT FOR KRAFT'S INFRINGEMENT...

Page 255
... enhance, distribute and create Derivative Works of such Developed Materials for the benefit and use of Kraft and the Eligible Recipients. Third Party Materials . The ownership of Derivative Works of Third Party Materials created by Supplier in connection with the Services shall, as between Supplier...

Page 256
...the case of either clauses (i) or (ii) above, that are alleged to be infringing of such rights, where the allegedly infringing inventions or services are independently developed by Supplier employees not primarily dedicated to the Kraft account or having access to confidential information related to...

Page 257
..., enhance, distribute and create Derivative Works of such Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto) solely for the benefit and use of Kraft, Kraft Affiliates and the Eligible...

Page 258
... an employee or representative of Supplier to disclose, publish, disseminate or use (a) the source of any Proprietary Information of Kraft or an Eligible Recipient, (b) any financial, statistical or personnel information of Kraft or an Eligible Recipient, or (c) the business plans of Kraft or...

Page 259
... Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, and Third Party Contractors under Third Party Contracts assumed by Supplier to the extent such contracts do not comply with this requirement as of the Effective Date) and used by them...

Page 260
...for the benefit or use of Kraft, Kraft Affiliates and the Eligible Recipients upon the expiration or termination of the Term, but only with respect to replacement services that are the same or similar to the Services for which such Supplier Owned Materials and Derivative Works were used (without the...

Page 261
... basis to address urgent problems, Third Party Contractors under Kraft assigned contracts to the extent such contracts do not comply with this requirement as of the Effective Date, and vendors of Supplier Overhead Materials) and used by them to provide the Services, Supplier hereby grants to Kraft...

Page 262
... (including source code, to the extent it has been available to Supplier) and related documentation, and shall cause (or in the case of commercially available Materials, use commercially reasonable efforts to cause) maintenance, support and other services to continue to be available to Kraft and the...

Page 263
...no additional cost to Kraft. Supplier shall also comply with the Technology and Business Plan, so long as such compliance does not require Supplier to refresh Equipment at a rate that is faster than the rate specified in the applicable Supplement for such Equipment. Efficiency and Cost Effectiveness...

Page 264
... Required Consents pursuant to Article 5 , and except with respect to Software made available by Kraft hereunder, Supplier represents, warrants and covenants that it is either the owner of, or authorized to use, any and all Software provided and used by Supplier in providing the Services. As to any...

Page 265
...Kraft and shall use commercially reasonable efforts to do so as expeditiously as possible; provided that in the case of Developed Materials produced by Supplier on a time-and-materials or cost-plus basis...Party's combination of the performing Party's work product or Materials with items not furnished,...

Page 266
..., warrants and covenants that, to the best of its knowledge, no officer, director, employee, agent or representative of Supplier has given any such payments, gifts, entertainment or other thing of value to any employee or agent of Kraft. Supplier also acknowledges that the giving of any such...

Page 267
... for Compliance and Integrity, as set forth in Schedule 17.3 , and as such Code may be reasonably modified from time to time to the extent Supplier has been given notice of it (which notice may be by electronic communications including notices of information contained on a website). Malicious Code...

Page 268
... to perform any Services. 15.10.1.3 All products supplied by Supplier pursuant to this Agreement shall conform to and satisfy the requirements of The Occupational Safety and Health Act of 1970 (or any state or local Laws passed in lieu thereof) and all standards and regulations issued thereunder. 15...

Page 269
... regarding such requirements from other outsourcing customer engagements and to communicate such information to Kraft in a timely manner. Each Party shall use commercially reasonable efforts to advise the other of Laws and changes in Laws about which such Party becomes aware in the other Party...

Page 270
... if it had not outsourced the Services in question to Supplier, then Kraft may, at its option, terminate the Agreement or the impacted Services by giving Supplier at least 90 days prior notice, designating a date upon which such termination shall be effective, and paying to Supplier the applicable...

Page 271
... extent such loss results from the dishonest acts of the employees of Kraft, Kraft Affiliates or Eligible Recipients. 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...

Page 272
... to: Kraft Foods Group, Inc. Three Parkway North Deerfield, Illinois 60015 Attention: Senior Manager, Risk & Insurance Kraft may from time to time change its address or designee for receipt of the deliveries and notices described above and the date upon which such change shall become effective. 16...

Page 273
... leases or Third Party Contracts used by Supplier to provide the Services to the extent Supplier is financially or operationally responsible or is otherwise informed thereof (but only after the time Supplier is informed thereof). Kraft Data or Proprietary Information . Supplier's breach of its...

Page 274
... or Subcontractors, or their respective officers, directors, employees, representatives or agents, of any Laws or any common law protecting persons or members of protected classes or categories, including Laws prohibiting discrimination or harassment on the basis of a protected characteristic; (ii...

Page 275
... (including compensation and employee benefits), except, in each case, to the extent resulting from the wrongful actions of Kraft, the Eligible Recipients, or Kraft Third Party Contractors, errors or inaccuracies in the information provided by Kraft and faithfully communicated by Supplier or the...

Page 276
... the case of Section [ * * * ], regardless of whether Employment Claims . Any claim relating to any (a) violation by Kraft or the Eligible Recipients, or their respective officers, directors, employees, representatives or agents, of Federal, state, provincial, local, international or other Laws or...

Page 277
...Kraft agrees to indemnify, defend and hold...any agent, employee, customer, business invitee, business visitor or...trade secrets, intellectual property or proprietary rights of any third party in any country in which Services are to be performed or received under this Agreement, or (ii) the continued use...

Page 278
...days following receipt of notice from the indemnitee relating to any claim, but no later than five days before the date...times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering...COPY FILED HEREWITH OMITS THE INFORMATION ...

Page 279
...case, the indemnitee shall (i) consult with the indemnitor on a regular basis regarding claim processing (including actual and anticipated costs and expenses) and litigation strategy...the non-performing Party through the use of alternate sources, workaround plans or other means. A strike, lockout or ...

Page 280
... have the right to additional [ * * * ] or increased [ * * * ] as a result of any [ * * * ] affecting [ * * * ] ability to [ * * * ]. Disaster Recovery and Business Continuity Plans . Within 90 days after the Effective Date or by the Commencement Date, whichever occurs first, Supplier shall document...

Page 281
... any breach of its obligations under Article 13 and Section 15.10.1 , and (b) Kraft's liability under Section 17.2.1 for...occurs more than [ * * * ] after the GroceryCo Start Date. For the avoidance of doubt, the [ * * * ] ...EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A ...

Page 282
...good faith (in which case the exclusions in Section 18.3.1 and the liability caps in 18.3.2 will apply) subject to [ * * * ] continued obligation to provide [ * * * ] as set forth in this Agreement. For purposes of this provision, " refusal " shall mean...COPY FILED HEREWITH OMITS THE INFORMATION ...

Page 283
...costs and expenses associated with the retention of [ * * * ] and [ * * * ] to assist with any [ * * * ] resulting from a [ * * * ] to [ * * * ]. Damages of [ * * * ] which are direct... OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS...

Page 284
... President and General Manager, United States and the Kraft Chief Financial Officer, respectively, summaries of the non-privileged relevant information and...above concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or 30 days after the ...

Page 285
... to the Center for Public Resources. General . All mediators shall be practicing attorneys with at least five years' experience with the business processes, technology and law applicable to the Services or similar services or transactions. The Parties shall use commercially reasonable efforts to...

Page 286
... issue, the arbitrator in its discretion can permit additional limited discovery for the purpose of improving the efficiency of the arbitration proceeding. General . All arbitrators shall be attorneys with experience with the technology and/or law applicable to the Services or similar services...

Page 287
...address a claim arising out of the breach of a Party's obligations under Article 13 , address...good... * ] may proceed directly to court. If a...filing a pleading seeking immediate injunctive relief, which is not awarded in substantial part, shall pay all reasonable costs...FILED HEREWITH OMITS THE INFORMATION...

Page 288
...by and construed in accordance with the applicable laws of the State of Illinois, without giving effect to the principles thereof relating to conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 19.8 Expiration of...

Page 289
...* ] of this Agreement or an applicable Supplement, and fails to (A) cure such breaches within thirty (30) days after receiving notice from the time such breaches become a material breach, and (B) give Kraft adequate assurance that the cause of each of such breaches has been corrected so as not to be...

Page 290
... Kraft fails to pay Supplier undisputed charges exceeding in the aggregate [ * * * ], or Kraft fails to place disputed amounts into escrow to the extent required by Section 12.4.6 , by the specified due date and fails to cure such default within [ * * * ] days after Kraft's Chief Information Officer...

Page 291
... this Agreement as of a date specified in a termination notice; provided, however, that Supplier will not have the right to exercise such termination under this Section so long as Kraft pays for the Services to be received hereunder in advance on a month-to-month basis. If any Party elects to...

Page 292
... other remedies at law and in equity, obtain from a third party or provide for itself services which will allow Kraft or the Eligible Recipients to conduct their businesses until Supplier has cured the breach or this Agreement is terminated. Supplier shall reimburse Kraft for all costs and expenses...

Page 293
... (8) (9) Section 4.4 (Termination Assistance Services); Section 4.5.1 (Use of Third Parties - Right of Use); Section 6.7 (Notice of Defaults); Section 7.7 (Notice of Adverse Impact); Section 11.6 (Extraordinary Events); Section 13.4.4 (Loss of Proprietary Information); Sections 17.5 (Indemnification...

Page 294
... case of Kraft: Kraft Foods Group, Inc. Three Parkway North Deerfield, Illinois 60015 Attention: Vice President Information Systems, Operations Services With a copy to: Kraft Foods Group, Inc. Three Parkway North Deerfield, Illinois 60015 Attention: Senior Counsel - Corporate and Business Services...

Page 295
... Attention: 21.3.3 21.3.4 Notice of Change . A Party may from time to time change its address or designee for notification purposes by giving the other prior notice of the new address or designee and the date upon which it shall become effective. Service of Process . Notwithstanding the above, for...

Page 296
... of Parties . Supplier, in furnishing services to Kraft and the Eligible Recipients hereunder, is acting as an independent contractor, and Supplier has the sole obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by Supplier under...

Page 297
... relating to this Agreement, including in any promotional or marketing materials, customer lists or business presentations without the prior written consent of the other Party prior to each such use or release. Neither party shall make any public statements about this Agreement, the Services...

Page 298
...Laws unless, (1) at Kraft's option, which may be exercised on a case by case basis, Kraft notifies Service Provider that Kraft...employees, suppliers and customers of a Party, or to create any obligations of a Party to any such third parties. Kraft...THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT ...

Page 299
... and expense within 10 business days. If Supplier fails to do so, Kraft may, in its sole discretion, pay the amount of such lien, and/or deduct such amounts from payments due to the Supplier. 21.20 Covenant of Good Faith . Each Party agrees that, in its respective dealings with the other Party under...

Page 300
... and Kraft's satisfaction with such performance with prospective Supplier customers. 21.24 21.24.1 21.24.2 21.24.3 Matters Relating to Spin-Off. Reserved Reserved Sunset of Legacy Services and Services for the Grocery Business. To the extent there are any Continuing Legacy Services, such Continuing...

Page 301
... of the amended and restated version of this Agreement that becomes effective on the GroceryCo Start Date. 21.24.5.2 All obligations and liabilities of the Parties that have accrued before the GroceryCo Start Date related to the Grocery Business shall be deemed to be incurred subject to and pursuant...

Page 302
...by their respective duly authorized representatives as of the Effective Date. KRAFT FOODS GROUP, INC. By: /s/ Mark Dajani Name: Mark Dajani Title: Senior Vice President Date: HP ENTERPRISE SERVICES, LLC By: /s/ Kevin Johnson Name: Kevin Johnson Title: Vice President Date: CONFIDENTIAL TREATMENT HAS...

Page 303
...individuals listed in the applicable Supplement. " Affected Personnel " means the Affected Kraft Foods Global Personnel " Affiliate " shall mean with respect to any Entity, any other Entity that directly or indirectly Controls, is Controlled by or under common Control with such Entity at the time in...

Page 304
.... "Asset Inventory and Management System " shall mean an electronic, database-driven application used to store, query, and frequently update asset inventory information for all assets used in association with the Services, whether the assets are located at Kraft Sites or Supplier Facilities...

Page 305
...Code of Business Conduct. " CEEMA Core Authorized Users " shall mean users of CEEMA Core Services within a CEEMA Core Location including, but not limited to, Kraft employees, vendors, customers and contractors. " CEEMA Core Equipment " shall mean all computing, networking, communications and related...

Page 306
...return for providing the Services, including the applicable taxes payable under Section 11.4 . " Collaborative Applications " shall mean Applications containing functionality to enable electronic communication and messaging, work group collaboration, information transfers, frequently asked questions...

Page 307
...-Based Resource Unit " means the Billable Resource Units for which Kraft's charge is calculated on a specific unit of consumption, and not on a monthly basis, such as FTE hours or telecom minutes usage. " Continuing Legacy Services " means, to the extent the Parties have not entered into any of the...

Page 308
... of Supplier's delivery of information technology services to Kraft and the Eligible Recipients. For those countries where the Critical Affected Personnel are not designated as of the Effective Date, Kraft shall designate by the Commencement Date (or in the case of such individuals in Deferred...

Page 309
...is used in the development, testing, deployment and maintenance of Applications shall mean the Entities identified in Schedule 24.1 , as well as their successors and assigns, as such list of Entities may be modified by Kraft from time to time, including any divested portions of companies identified...

Page 310
..., marketing unit, business unit, administrative unit, or manufacturing, research or development facility thereof, provided that such Entity agrees in writing to be bound by the terms and conditions of this Agreement; any Entity that after the Effective Date is created using assets of Kraft or...

Page 311
" Equipment " shall mean all computing, networking, communications and related computing equipment (hardware and firmware) procured, provided, operated, supported, or used by Kraft, Supplier or Authorized Users in connection with the Services, including (i) mainframe, midrange, server and ...

Page 312
... company that will carry on the Grocery Business of Kraft in the U.S., Puerto Rico and Canada. " GroceryCo MPSA " means the Master Professional Services Agreement entered into by Kraft and Supplier dated May 31, 2012 for the provision of information technology services and related services...

Page 313
... individual and group effectiveness. Kraft Business Call Centers include: Benefits/HR Call Center, Consumer Response Call Center, and Accounts Payable Call Center and are listed as of the Supplement Effective Date in the applicable Supplement. " Kraft Contract Manager " shall have the meaning given...

Page 314
... to the businesses, customer, operations, facilities, products, rates, regulatory compliance, competitors, consumer markets, assets, expenditures, mergers, acquisitions, divestitures, billings, collections, revenues and finances of Kraft or any Eligible Recipient. Kraft Data also shall mean any data...

Page 315
... the Financial Accounting Standards Board or other applicable authorities. In addition, any other laws in force in any jurisdiction (regulatory or otherwise) in which the Services are being provided. " Layer 2 Network " shall mean a LAN and related Equipment at an individual site that provides Open...

Page 316
... of the Services is not available during the Measurement Windows that have been approved (i) in writing by the Kraft Contract Manager or a designee thereof or (ii) pursuant to the applicable Supplement. " Major Release " shall mean a new version of Software that includes changes to the architecture...

Page 317
...materials, reports, drawings, databases, spreadsheets, machine-readable text and files and financial models, whether tangible or intangible. " Measurement Window " shall mean the time during, or frequency by, which a Service Level shall be measured. The Measurement Window will exclude Kraft approved...

Page 318
... mean the wireless portion of Kraft's Network consisting of Mobile Data Communications Equipment, Software, Transport Systems, Interconnect Devices, Wiring and Cabling used to create, connect and transmit data to and from Mobile Data Communications Equipment via mobile IP network roaming services...

Page 319
...Devices " shall mean portable, hand-held Equipment used by Authorized Users for telecommunications access and services devices, as listed in the applicable Supplement, where such list may be updated from time to time by Kraft after a review of the update has gone through Change Control Procedures in...

Page 320
... Union Directive 95/46/EC. " Problem Management " shall mean the process of tracking and managing all problems arising in Kraft's information technology ("IT") environment and recorded in the Problem Tracking System, and resolving those problems arising from or related to the Services. " Problem...

Page 321
... all requests from Authorized Users arising in Kraft's information technology environment recorded on the Request Management System, and resolving those requests arising from or related to the Services. " Request Management System " shall mean the functionality and technical characteristics of the...

Page 322
... require dispatch or transfer to another group for resolution. " Resource Baselines " shall mean the estimated number of Resource Units applicable to a defined period of time and included in the Monthly Base Charges. The Resource Baselines as of the Commencement Date are set forth in the applicable...

Page 323
...be reported by Supplier in accordance with the applicable Supplement. Service Targets are listed in the applicable Supplement. " Service Taxes " shall mean all sales, use, transaction based gross receipts, excise, provincial, value added, COFINS, ISS and PIS and other similar taxes that are assessed...

Page 324
..., in a New Services or Project description requested and/or approved by Kraft, or otherwise agreed upon in writing by the Parties. " Spin-Off " means Kraft's intended separation of its operations into two independent public companies: a North American grocery business and a global snacks business...

Page 325
... voice Services. " Strategic Plan " shall mean the plans that may be periodically developed by Kraft that set forth Kraft's key business objectives and requirements and outline its strategies for achieving such objectives and requirements. Kraft may revise the Strategic Plan from time to time. The...

Page 326
... business or IT processes, and new types of hardware and communications equipment that will enable Supplier to perform the Services more efficiently and effectively as well as enable Kraft and the Eligible Recipients to meet and support their business requirements and strategies and (ii) any change...

Page 327
... Services Provider's data center hosting environment. " Third Party LAN Printer " shall mean a LAN attached printer or multifunctional device that Kraft acquires directly from a Third Party other than the Supplier or its subcontractors for Kraft sites in Kraft North America, which includes Canada...

Page 328
...plan for Kraft's information technology systems, processes, technical architecture and standards as described in the applicable Supplement. " Tier 1 Disaster Recovery " shall mean a level of disaster recovery services with an RTO/RPO of less than twenty-four (24) clock hours, which is generally used...

Page 329
... States Central Time, on the date specified for the completion of the Transition Services as specified in the Transition Plan, unless expressly extended in writing by Kraft. " Transition Plan " shall mean the plan or plans set forth in the applicable Supplement and developed pursuant to Section...

Page 330
... supported End User Desktops and Laptops. " Whole Unit Spare Credit " shall mean a monthly credit that will be provided to Kraft by EDS to reimburse Kraft for its acquisition costs associated with the Whole Unit Spare devices managed by EDS as part of the EUC Equipment Inventory Pool. " Wiring " or...

Page 331
... 3.2 Extension 4. SERVICES 4.1 Overview 4.2 Transition Services 4.3 Transformation Services 4.4 Termination Assistance Services 4.5 Use of Third Parties 4.6 Projects 4.7 Acquisition and Divestiture Services 5. REQUIRED CONSENTS 5.1 Supplier Responsibility 5.2 Financial Responsibility 5.3 Contingent...

Page 332
... Parties Notice of Defaults Acquired Assets General Service Level Credits; Deliverable Credits Problem Analysis Continuous Improvement Reviews Measurement and Monitoring Satisfaction Surveys Notice of Adverse Impact Transitioned Personnel Employee Benefit Plans Other Employee Matters Key Supplier...

Page 333
... Matters Applicable Authority Actions Unauthorized Use Technological Evolution Retained Systems and Business Processes Annual Reviews Responsibilities Savings Clause General Pass-Through Expenses Procurement Taxes New Services Extraordinary Events Unanticipated Change Proration Refundable Items 59...

Page 334
...Materials Developed Materials Supplier Owned and Licensed Materials Other Materials General Rights Kraft Rights Upon Expiration or Termination of Agreement Work Standards Maintenance Efficiency and Cost Effectiveness Software Non-Infringement Authorization Inducements; Kraft Code of Business Conduct...

Page 335
... Change of Control 20.4 Termination Upon Kraft Change of Control 122 122 124 124 124 126 128 128 128 129 130 130 130 130 131 135 135 136 136 138 138 139 139 139 139 141 141 141 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION...

Page 336
...11 Publicity 21.12 Service Marks...Employees 21.18 Further Assurances 21.19 Liens 21.20 Covenant of Good Faith 21.21 Notice of [ * * * ] Condition 21.22 Acknowledgment 21.23 References CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION...

Page 337
... to provide incentives more directly linked to the profitability of the Company's businesses and increases in shareholder value. For purposes of the Plan, the following terms are defined as set forth below: (a) (b) (c) (d) "Annual Incentive Award" means an Incentive Award made pursuant to Section...

Page 338
... Stock Unit" means such Award as described in Section 5(a)(v). "Economic Value Added" means net after-tax operating profit less the cost of capital. "Fair Market Value" means, as of any given date, the mean between the highest and lowest reported sales prices of the Common Stock on the NASDAQ Global...

Page 339
... Company shall have 20 days in which to correct or remove such Good Reason, or such event shall not constitute Good Reason. (p) (q) (r) (s) (t) (u) (v) "Incentive Award" means any Award that is either an Annual Incentive Award or a Long-Term Incentive Award. "Incentive Stock Option" means any Stock...

Page 340
... return), cost control, margins, operating efficiency, market share, customer satisfaction or employee satisfaction, working capital, management development, succession planning, taxes, depreciation and amortization or Economic Value Added. (x) (y) (z) "Plan" means this MondelÄ"z International, Inc...

Page 341
... to the management, growth and profitability of the business of the Company, its subsidiaries or its affiliates, are eligible to be granted Awards under the Plan. Section 4. Common Stock Subject to the Plan. (a) Common Stock Available. The total number of shares of Common Stock reserved and...

Page 342
... the maximum number of shares remaining available for delivery under the Plan. Similarly, any shares of Common Stock that are used by a Participant as full or partial payment of withholding or other taxes or as payment for the exercise or conversion price of an Award under the Plan will be...

Page 343
... Plan and to Awards granted thereunder (x) to grant Awards (including Stock Options, SARs, and Other Stock-Based Awards) with a grant price that is less than Fair Market Value on the date of grant in order to preserve existing gain under any similar type of award previously granted by the Company...

Page 344
... promptly to the Company an amount sufficient to pay the purchase price). Unless otherwise determined by the Committee, payment in full or in part may also be made in the form of Common Stock already owned by the Participant valued at Fair Market Value on the day preceding the date of exercise...

Page 345
...will not be less than 100% of the Fair Market Value on the date of grant. (iv) Restricted Stock. Shares of Restricted Stock are shares of Common Stock that are awarded to a Participant and that during the Restricted Period may be forfeitable to the Company upon such conditions as may be set forth in...

Page 346
...installments over three years from the date the Award is made, except (i) upon the death, disability or retirement of the Participant, in each case as specified in the Award agreement (ii) upon a Change in Control, as specified in Section 6 of the Plan, (iii) for Stock Options and SARs, (iv) for any...

Page 347
... with, or performance of services for, the Company is terminated by the Company for any reasons other than Cause or, by such Participant eligible to participate in the MondelÄ"z International, Inc. Change in Control Plan for Key Executives, for Good Reason, in each case, within the two-year...

Page 348
... this amendment to the Plan is being made as well as to Awards issued after such date. (b) Definition of Change in Control. "Change in Control" means the occurrence of any of the following events: (i) Acquisition of 20% or more of the outstanding voting securities of the Company by another entity or...

Page 349
... for participation in the Plan or (iv) must otherwise be approved by the shareholders of the Company in order to comply with applicable law or the rules of the NASDAQ Global Select Market or, if the shares of Common Stock are not traded on the NASDAQ Global Select Market, the principal national...

Page 350
...Such dividends or dividend equivalents may be paid currently, except in the case of Other Stock-Based Awards in which any applicable Performance Goals have not been achieved, or may be credited to a Participant's Plan account. Any crediting of dividends or dividend equivalents may be subject to such...

Page 351
... with the "unfunded" status of the Plan. Section 13. General Provisions. (a) The Committee may require each person acquiring shares of Common Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution...

Page 352
... the employment of any employee at any time. No later than the date as of which an amount first becomes includible in the gross income of the Participant for income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory...

Page 353
...amendment. Nothing in the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid or Award made under the Plan, and neither the Company nor any of its affiliates...

Page 354
... INCENTIVE PLAN RESTRICTED STOCK AGREEMENT FOR MONDELÄ'Z INTERNATIONAL COMMON STOCK MONDELÄ'Z INTERNATIONAL, INC., a Virginia corporation (the " Company "), hereby grants to the employee (the " Employee ") named in the Award Statement (the " Award Statement ") attached hereto, as of the date set...

Page 355
... a particular method be used to satisfy any Tax Related Items withholding. Restricted Shares deducted from this Award in satisfaction of withholding tax requirements shall be valued at the Fair Market Value of the Common Stock received in payment of vested Restricted Shares on the date as of which...

Page 356
... been issued the full number of shares of Common Stock underlying the Award, notwithstanding that a number of Restricted Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Employee's participation in the Plan. Finally, the Employee agrees...

Page 357
...contract with any member of the MondelÄ"z Group, on or after the date specified as the normal retirement age in the pension plan or employment contract, if any, under which the Employee is at that time accruing pension benefits for his or her current service (or, in the absence of a specified normal...

Page 358
... addressing any such adjustments, cash payments, or continued employment treatment. 15. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or to request the Employee...

Page 359
... this Agreement, or of any subsequent breach by the Employee or any other participant of the Plan. IN WITNESS WHEREOF, this Restricted Stock Agreement has been duly executed as of February 20, 2013. MONDELÄ'Z INTERNATIONAL, INC. /s/ Carol J. Ward Carol J. Ward Vice President and Corporate Secretary

Page 360
... MondelÄ"z International, Inc. Amended and Restated 2005 Performance Incentive Plan (the " Plan ") a non-qualified stock option (the " Option "). The Option entitles the Optionee to exercise up to the aggregate number of shares set forth in the Award Statement (the " Option Shares ") of the Company...

Page 361
... plan maintained by the MondelÄ"z Group or through other such arrangements that may be entered into that give rise to separation or notice pay, except in any case in which the Optionee is eligible for Normal Retirement or Early Retirement upon the expiration of salary continuation or other benefits...

Page 362
...may be paid with outstanding shares of the Company's Common Stock, such shares to be valued at Fair Market Value on the exercise date. Finally, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items and theoretical taxes that the Company or the Employer may be required...

Page 363
... 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 with certainty; (h) if the underlying shares of Common Stock do not increase...

Page 364
... contract with any member of the MondelÄ"z Group, on or after the date specified as normal retirement age in the pension plan or employment contract, if any, under which the Optionee is at that time accruing pension benefits for his or her current service (or, in the absence of a specified normal...

Page 365
... with securities or other laws applicable to the issuance of shares of Common Stock. 14. Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or to request the Optionee...

Page 366
...employees of the Company and the financial success of the Company in order to enhance shareholder value. As such, the Committee hereby establishes the MondelÄ"z International, Inc. Long-Term Incentive Plan, as may be amended from time to time (the "LTI Plan"), as a sub-plan to the 2005 Plan. ARTICLE...

Page 367
...means an amount equal to the (a) the LTIP Award Target, divided by (b) the Fair Market Value of a share of Common Stock on the first business day of the Performance Cycle, rounded up to the next 10 shares of Common Stock, and multiplied by (c) the Performance Goal Attainment Factor, and, in the case...

Page 368
... margins, productivity ratios, share price (including, but not limited to, growth measures and total shareholder return), cost control, margins, operating efficiency, market share, customer satisfaction or employee satisfaction, working capital, management development, succession planning, taxes...

Page 369
... one or more objectively determinable Performance Goals based on Performance Criteria for such LTIP Award. Performance Goals may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years or related to other companies or indicies or as ratios...

Page 370
...of an LTIP Award). Any shares of Common Stock issued in respect of an LTIP Award Share Payout shall be issued pursuant to the terms and conditions of the 2005 Plan and shall reduce the number of shares available for issuance thereunder. Section 3.2 - Certification; Performance Goal Attainment Factor...

Page 371
... of the LTIP Award. A Participant also must be an employee in good standing of the Company or an Affiliate on the date of payment; receipt of salary continuation, notice payments, severance pay or any similar payment shall not constitute good standing for purposes of this Plan. For Participants...

Page 372
... paid at the time of such employment termination, and in any event within 90 days following the Participant's termination of employment. (b) Retirement . In the event a Participant's active employment with the Company (or an Affiliate) terminates prior to the last date of the applicable Performance...

Page 373
...; provided, that, to the extent permitted by applicable law, the Committee may also consist of one or more officers of the Company in the case of LTIP Awards not intended to constitute Qualified Performance-Based Compensation granted to Eligible Employees who are not (i) subject to Section 16 of the...

Page 374
... officers of the Company shall have no duty to manage or operate the LTI Plan in order to maximize the benefits granted to the Participants hereunder, but rather shall have full discretionary power to make all management and operational decisions based on their determination of the respective best...

Page 375
... of the six-month period measured from the date of the Participant's separation from service or (b) the date of the Participant's death, if the Participant is deemed at the time of such separation from service to be a "specified employee" (within the meaning of Section 409A of the Code and any...

Page 376
Exhibit 10.10 MONDELÄ'Z GLOBAL LLC SUPPLEMENTAL BENEFITS PLAN I (Effective as of September 1, 2012)

Page 377
... Committee for Employee Benefits of Kraft Foods Group, Inc. (the "Committee"), and pursuant to the authority delegated by the Committee to the Vice President Human Resources, Benefits, the MondelÄ"z Global LLC Supplemental Benefits Plan I is hereby adopted, effective as of September 1, 2012, in the...

Page 378
... of Employment Continued Participation History, Purpose and Effective Date Separate Programs Employers and Related Companies Plan Administration; Plan Year Source of Benefits Indemnification and Exculpation Applicable Laws Gender and Number Action by Employers Severability of Plan Provisions Notices...

Page 379
... Calculation Date and Lump Sum Present Value of Benefits Supplemental Salary Continuation Benefit Supplemental Disability Benefit Vesting Payment of Supplemental Thrift Plan Benefits to Participants Payment of Supplemental Retirement Benefits to Participants Delay in Payment for Specified Employees...

Page 380
...Ä'Z GLOBAL LLC SUPPLEMENTAL BENEFITS PLAN I (Effective as of September 1, 2012) SECTION 1 General 1.1 History, Purpose and Effective Date. Kraft Foods, Inc. (later known as Kraft Foods North America, Inc. and, effective March 19, 2004, as Kraft Foods Global, Inc.), a Delaware corporation (effective...

Page 381
... under the Plan immediately prior to the Effective Date shall continue as an Employer on and after the Effective Date. The term " Related Company " means any corporation or trade or business during any period during which it is, along with the Company, a member of a controlled group of corporations...

Page 382
... the meaning used or defined in the Thrift Plan (as defined in Section 3) or the Retirement Plan (as defined in Section 4), as applicable. 1.13 Plan Supplements . The provisions of the Plan as applied to any Employer or any group of employees of any Employer may be modified or supplemented from time...

Page 383
... Plan Benefits . Subject to the conditions and limitations of the Plan, each Transferred Employee or Former Cadbury Employee who was a Participant in Section 3 of the Kraft Plan (as defined therein) immediately prior to the Spin Date will continue to be a Participant in this MondelÄ"z Global Plan...

Page 384
... be credited to the Participant's Account in accordance with subsection 3.7; in the case of a Transferred Employee or Former Cadbury Employee, the amounts credited to such Participant's Account under the Kraft Plan (as defined therein) immediately prior to the Spin Date; and the amounts credited to...

Page 385
... was) eligible to elect to defer compensation under any other nonqualified deferred compensation account balance plan maintained by any Employer or Related Company. Notwithstanding the preceding sentence, if an employee has ceased being eligible to elect to defer compensation and subsequently again...

Page 386
... known as the Interest Income Fund), U.S. Government Securities Fund, Diversified Equity Index Fund, and Philip Morris Stock Fund (now known as the Altria Group Stock Fund). The outstanding accounts of Transferred Employees previously maintained under the General Foods Plan are now maintained under...

Page 387
... as the Cadbury Adams LLC Personal Pension Account Plan) (the " Retirement Plan "); and his benefits under the Retirement Plan are limited as a result of the IRS Annual Compensation Limit or the benefit limitations of section 415 of the Code. 4.2 Amount of Supplemental Retirement Plan Benefits...

Page 388
... Calculation Date, of the Participant's Retirement Plan benefit. In the case of a Participant who is reemployed by an Employer following his Separation from Service, he shall be eligible to receive an additional supplemental retirement benefit under the Plan, as of his Benefit Calculation Date with...

Page 389
... Plan Year, the grandfathered amount may increase to equal the present value of the benefit to which the Participant actually becomes entitled, in the form and at the time actually paid, determined under the terms of the Plan (including applicable limits under the Internal Revenue Code) as in effect...

Page 390
... the lump sum present value, as of such Benefit Recalculation Date, of the Participant's Retirement Plan benefit determined by taking into account any compensation and service credited to the Participant with respect to the entire salary continuation period, REDUCED BY (c) the lump sum present value...

Page 391
... Supplement EE of the Retirement Plan shall be disregarded. SECTION 5 Vesting and Payment of Plan Benefits 5.1 Vesting . A Participant shall at all times have a fully vested, nonforfeitable interest in the portion of his Account maintained under Section 3 of the Plan attributable to his compensation...

Page 392
... 90 days following his Separation from Service; his grandfathered supplemental retirement benefit will be paid to him in the same form, on the same dates and for the same period as benefits under Section 4 of the Plan would have been paid under the provisions of the Plan as in effect on October...

Page 393
...time in writing by the Executive Vice President, Human Resources, Kraft Foods (effective on and after the Spin Date, MondelÄ"z International) (or her delegate) pursuant to such regulations. 5.5 Payment of Supplemental Thrift Plan Benefits to Beneficiaries . If a Participant's Separation from Service...

Page 394
... Kraft Plan immediately prior to the Spin Date shall remain in effect under this MondelÄ"z Global Plan on and after the Spin Date, subject to cancellation as described in the preceding sentence of this subsection 5.7. 5.8 Separation from Service . The term " Separation from Service " means the date...

Page 395
... of a sale of assets, sale of stock, spin-off or other similar transaction of the Company or a Related Company will be made in accordance with Treas. Reg. Â§1.409A-1(h). Notwithstanding anything herein to the contrary, a Former Cadbury Employee's Separation from Service under the Kraft Plan (as...

Page 396
... and acts in such form and detail as the Committee may decide; to direct all payments of benefits under the Plan; to employ agents, attorneys, accountants or other persons (who may also be employed by or represent the Employers) for such purposes as the Committee considers necessary or desirable to...

Page 397
... being paid under the Plan as of the date of amendment or termination, as the case may be; or reduce the aggregate amount of benefits payable from the Plan and from any other plan, program or arrangement established to supplement or replace the Plan to or on account of any employee of an Employer to...

Page 398
SECTION 8 Change of Control 8.1 Definition . " Change of Control " means the happening of any of the following events: (a) Acquisition of 20% or more of the outstanding voting securities of Kraft Foods (effective on and after the Spin Date, MondelÄ"z International) or any successor thereto (the " ...

Page 399
... the Employers (or any successor thereto) is involuntarily terminated due to such Change of Control (as determined by the Committee) shall be fully vested in any benefits under the Plan (other than his Grandfathered Account (if any) under Section 3 and his grandfathered amount (if any) under Section...

Page 400
... Change of Control Code Company Committee Disability Benefit Recalculation Date Earnings Equivalents Effective Date Employers ERISA Former Cadbury Employee General Foods Plan Grandfathered Account Grandfathered amount IRS Annual Compensation Limit KFGI Kraft Foods Kraft Plan MCEB MondelÄ"z Global...

Page 401
1.3 4.1 5.8 5.4 1.1 3.1 1.1 Appendix A - 2 Related Company Retirement Plan Separation from Service Specified Employee Spin Date Thrift Plan Transferred Employee

Page 402
...Supplement A. Defined Terms . Capitalized terms not defined herein shall have the same meaning as ascribed to such terms in the Salaried Retirement Plan or the Plan. Effective Date . The "Effective Date" of this Supplement A is January 1, 2009. Supplemental Altria Retirement Benefit . In addition to...

Page 403
... determined under subsection A-4, as of the Altria Participant's Benefit Recalculation Date, taking into account any compensation and service credited to the Altria Participant under the Retirement Plan with respect to the salary continuation period; REDUCED BY (b) A-6. the lump sum present value...

Page 404
... date. A-9. Time and Form of Payment . An Altria Participant's Supplemental Altria Retirement Benefit (if any) shall be paid at the same time and in the same form as a nonÂ¬grandfathered supplemental retirement benefit under Section 4 of the Plan. An Altria Participant's Altria salary continuation...

Page 405
Exhibit 10.11 MONDELÄ'Z GLOBAL LLC SUPPLEMENTAL BENEFITS PLAN II (Effective as of September 1, 2012)

Page 406
... Committee for Employee Benefits of Kraft Foods Group, Inc. (the "Committee"), and pursuant to the authority delegated by the Committee to the Vice President Human Resources, Benefits, the MondelÄ"z Global LLC Supplemental Benefits Plan II is hereby adopted, effective as of September 1, 2012, in the...

Page 407
... Contract of Employment Continued Participation History, Purpose and Effective Date Employers and Related Companies Plan Administration; Plan Year Source of Benefits Indemnification and Exculpation Applicable Laws Gender and Number Action by Employers Severability of Plan Provisions Notices Defined...

Page 408
... Separation from Service Facility of Payment Benefits May Not Be Assigned or Alienated Tax Liability Committee Discretion to Accelerate Applicability of Qualified Plan Provisions Committee Membership and Authority Allocation and Delegation of Committee Responsibilities and Powers Information to be...

Page 409
... GLOBAL LLC SUPPLEMENTAL BENEFITS PLAN II (Effective as of September 1, 2012) SECTION 1 General 1.1 History, Purpose and Effective Date . Kraft Foods, Inc. (later known as Kraft Foods North America, Inc. and, effective March 19, 2004, as Kraft Foods Global, Inc.), a Delaware corporation (effective...

Page 410
...consent of the Company's Management Committee for Employee Benefits (the " MCEB "), has adopted or hereafter adopts the Plan are referred to below collectively as the " Employers " and individually as an " Employer ". The term " Related Company " means any corporation or trade or business during any...

Page 411
... (or its delegate), in care of the Company, at its principal executive offices. Any notice required under the Plan may be waived by the person entitled to notice. 1.11 Defined Terms . Terms used frequently with the same meaning are indicated by initial capital letters, and are defined throughout the...

Page 412
... Plan Benefits . Subject to the conditions and limitations of the Plan, each Transferred Employee or Former Cadbury Employee who was a Participant in Section 3 of the Kraft Plan (as defined therein) immediately prior to the Spin Date will continue to be a Participant in this MondelÄ"z Global Plan...

Page 413
...'s Account as of the date that matching contributions would have been credited under the Thrift Plan if the amounts deferred under the MEDCP had been contributed to the Thrift Plan. 3.4 Supplemental Basic Contributions . An employee or Participant who is eligible to receive a MondelÄ"z Global Basic...

Page 414
... of the Board of Directors of Kraft Foods (effective on and after the Spin Date, MondelÄ"z International) (the " Compensation Committee ") in the case of participation by the Chief Executive Officer of any Employer or by the Committee in the case of each other employee of an Employer, as the...

Page 415
... sum present value, as of the Benefit Calculation Date, of the Participant's Retirement Plan benefit, and FURTHER REDUCED BY (iii) (b) the amount of the benefit payable to or on account of the Participant under subsection 4.2(a) of Supplemental Plan I. In the case of a Participant who is reemployed...

Page 416
... Retirement Plan relating to the Altria Accrued Benefit (as defined in the Retirement Plan) were not in effect...Kraft Plan if the Participant had voluntarily terminated from service without cause on December 31, 2004, and received a payment of benefits from the Kraft Plan on the earliest possible date...

Page 417
... Plan Year, the grandfathered amount may increase to equal the present value of the benefit to which the Participant actually becomes entitled, in the form and at the time actually paid, determined under the terms of the Plan (including applicable limits under the Internal Revenue Code) as in effect...

Page 418
...'s supplemental retirement plan benefit and supplemental salary continuation benefit under Supplemental Plan I. The term " Benefit Recalculation Date " means the first day of the month following the one-year anniversary of the Participant's Separation from Service. In the case of a Participant...

Page 419
... the lump sum present value, as of such Disability Benefit Recalculation Date, of the Participant's Retirement Plan benefit determined by taking into account any service credited to the Participant under the Retirement Plan after his Benefit Calculation Date while he is Totally Disabled, REDUCED BY...

Page 420
...lump sum within 90 days following his Separation from Service; his grandfathered supplemental retirement benefit will be paid to him in the same form, on the same dates and for the same period as benefits would have been paid under the provisions of the Kraft Plan as in effect on October 3, 2004; 12

Page 421
...time in writing by the Executive Vice President, Human Resources, Kraft Foods (effective on and after the Spin Date, MondelÄ"z International) (or her delegate) pursuant to such regulations. 5.5 Payment of Supplemental Thrift Plan Benefits to Beneficiaries . If a Participant's Separation from Service...

Page 422
... Kraft Plan immediately prior to the Spin Date shall remain in effect under this MondelÄ"z Global Plan on and after the Spin Date, subject to cancellation as described in the preceding sentence of this subsection 5.7. 5.8 Separation from Service . The term " Separation from Service " means the date...

Page 423
... of a sale of assets, sale of stock, spin-off or other similar transaction of the Company or a Related Company will be made in accordance with Treas. Reg. Â§1.409A-1(h). Notwithstanding anything herein to the contrary, a Former Cadbury Employee's Separation from Service under the Kraft Plan (as...

Page 424
... Committee determines that such acceleration is in the best interests of the Employers because of changes in tax laws or accounting principles, Department of Labor regulations, or any other reason which negates or diminishes the continued value of the Plan to any Employer or Participant. The amount...

Page 425
... being paid under the Plan as of the date of amendment or termination, as the case may be; or reduce the aggregate amount of benefits payable from the Plan and from any other plan, program or arrangement established to supplement or replace the Plan to or on account of any employee of an Employer to...

Page 426
... 409A or any other tax law. SECTION 8 Change of Control 8.1 Definition . " Change of Control " means the happening of any of the following events: (a) Acquisition of 20% or more of the outstanding voting securities of Kraft Foods (effective on and after the Spin Date, MondelÄ"z International) or any...

Page 427
... voting securities of the Parent. For avoidance of doubt, the separation of KFGI from Kraft Foods shall not be considered a Change of Control. 8.2 Effect of Change of Control . Notwithstanding any other provision of the Plan to the contrary, a Participant who is employed by an Employer upon...

Page 428
...Former Cadbury Employee Grandfathered amount IRS Annual Compensation Limit KFGI Kraft Foods Kraft Plan MCEB MEDCP MondelÄ"z Global MondelÄ"z Global Plan MondelÄ"z International Parent Participant Plan Plan Year QPSA Related Company Retirement Plan Separation from Service Specified Employee Spin Date...

Page 429
...is entitled under Section 4 of the Plan, each Altria Participant who retires on a Normal Retirement Date or who terminates from the employ of the Employers and Related Companies before retirement but after completing at least five years of Total Vesting Service shall be entitled to receive an amount...

Page 430
... and Updated Altria Nonqualified Benefit, each determined as if the Retirement Plan included as compensation any nonqualified compensation deferrals and taking into account any service credited to the Altria Participant under the Retirement Plan after his Benefit Calculation Date while he is Totally...

Page 431
... date. A-8. Time and Form of Payment . An Altria Participant's Supplemental II Altria Retirement Benefit (if any) shall be paid at the same time and in the same form as a non-grandfathered supplemental retirement benefit under Section 4 of the Plan. An Altria Participant's Altria salary continuation...

Page 432
... the shares of Kraft Foods Group, Inc. are distributed to shareholders of KFI (the "Spin Date" and also the "Effective Date" of this Agreement), KFI will change its name to MondelÄ"z International, Inc. MondelÄ"z, a subsidiary of MondelÄ"z International, Inc., will sponsor each employee benefit plan...

Page 433
..., if any, agree that any Funding Payments, adjusted as provided below to account for the time elapsed between the date any Funding Payments are paid to the Employee and the date benefits are payable from the MondelÄ"z Supplemental Plans, shall offset the benefits otherwise payable to them or to...

Page 434
...Global LLC Retirement Plan Part A. (b) All benefits that would otherwise be payable with respect to a MondelÄ"z Supplemental Plan on the Distribution Date... by the Employee with Fidelity Personal Trust Company, FSB or... Employee's Assumed Grantor Trust will continue to be so invested, and if at any time...

Page 435
... subsection (c). (3) (4) (c) As of the Distribution Date, the benefits otherwise payable under a MondelÄ"z Supplemental Plan to the Employee, the Employee's Spouse or Plan Beneficiary will be converted to an after-tax amount (the "After-Tax Benefit") using the tax assumptions set forth in Exhibit...

Page 436
...other order binding on the MondelÄ"z Supplemental Plans. If any domestic relations or other order issued on or after the date of this Agreement requires payment of benefits under the Supplemental Plans to a person by virtue of such person having been the Employee's spouse or to any dependent of such...

Page 437
... Assumed Grantor Trust established under Article I with respect to Pre-409A Benefits, and any income taxes as a result of MondelÄ"z's payment of the Employee's taxes under this Article II. The Employee, the Employee's Spouse or Plan Beneficiary, if any, direct MondelÄ"z (a) to deduct federal, state...

Page 438
... 30 days after all benefits due the Employee are paid from the MondelÄ"z Supplemental Plans. 3.2 Notwithstanding the above, during the lifetime of the Employee this Agreement may be terminated at any time by MondelÄ"z upon providing 30 days written notice to the Employee, or by the Employee upon...

Page 439
..., the Employee, the Employee's Spouse and MondelÄ"z have caused this Agreement to be executed as of the day and year first above written. Attest: Signature of Employee Attest: Signature of Employee's Spouse This Agreement is executed on behalf of MondelÄ"z Global LLC. Attest: MondelÄ"z Global LLC By...

Page 440
EXHIBIT A Employee's Name Employee's SSN Item 1: Grantor's Date of Birth: , 19 . Grantor's expected age of retirement and the mutual funds in which the Trustee currently proposes to invest the Trust Fund assets shall be determined as follows: Assumed Retirement Age Current Age Under age 55 Age 55 ...

Page 441
...generally be based on the Employee's, Employee Spouse's or Plan Beneficiary's state and locality of residence at termination of employment. At the Distribution Date, state and local tax rate assumptions used in computing the After-Tax Benefit and the Additional Pre-Tax Benefit, if any, will be based...

Page 442
...as the Kraft Foods Global, Inc. Supplemental Benefits Plan I) and the Kraft Foods Group, Inc. Supplemental Benefits Plan II (formerly known as the Kraft Foods Global, Inc. Supplemental Benefits Plan II) ("KFGI Supplemental Plans") to be known as the MondelÄ"z Global LLC Supplemental Benefit Plan and...

Page 443
... the shares of Kraft Foods Group, Inc. are distributed to shareholders of KFI (the "Spin Date" and also the "Effective Date" of this Agreement), KFI will change its name to MondelÄ"z International, Inc. MondelÄ"z, a subsidiary of MondelÄ"z International, Inc., will sponsor each employee benefit plan...

Page 444
... the Trust, adjusted as provided below to account for time elapsed between the date assets are made available from the Trust and the date benefits are payable from the MondelÄ"z Supplemental Plans and adjusted for amounts distributed to pay taxes on Trust earnings or administrative expenses of the...

Page 445
... market value shall be determined as of the close of the business day of the Trustee immediately preceding the Availability Date. In any case where the Availability Date occurs after the Distribution Date or is coincident with or precedes the Distribution Date of MondelÄ"z Supplemental Plan benefits...

Page 446
... the fair market value of the deemed Trust assets as of the Distribution Date, as determined using the assumptions in this subsection (d), shall be the Offset Amount, which shall be offset against the benefits otherwise payable under the MondelÄ"z Supplemental Plans on the Distribution Date, in the...

Page 447
... Employee's Spouse or Plan Beneficiary chooses to take an actual distribution of such amounts from the Trust on such date or enters into a new trust agreement with Fidelity Personal Trust Company, FSB, or any other trustee with regard to some or all of the Trust assets. If lump sum benefit payments...

Page 448
... Pre-Tax Benefit to the Employee, the Employee's Spouse or Plan Beneficiary from the general assets of the relevant participating employer in satisfaction of any remaining obligations of MondelÄ"z under the MondelÄ"z Supplemental Plans. If the Employee at any time enters into or has entered into...

Page 449
... are not subject to, section 409A of the Code ("Pre-409A Benefits"), and any income taxes as a result of MondelÄ"z's payment of the Employee's taxes under this Article IV. The Employee, the Employee's Spouse or Plan Beneficiary, if any, direct MondelÄ"z (a) to deduct federal, state, local and other...

Page 450
... the extent of the corresponding pre-tax benefit otherwise payable to the Employee, the Employee's Spouse or Plan Beneficiary under the MondelÄ"z Supplemental Plans, as provided in Section 3.1. If any domestic relations or other order issued on or after the date of this Agreement requires payment of...

Page 451
... liability to the Employee, the Employee's Spouse or Plan Beneficiary to the extent of the corresponding pre-tax benefit otherwise payable under the MondelÄ"z Supplemental Plans. VII. Termination 7.1 This Agreement shall terminate 30 days after the date all benefits due the Employee are paid from...

Page 452
...more of the outstanding voting securities of MondelÄ"z by another entity or group; excluding, however, the following: (1) (2) (3) (b) any acquisition by MondelÄ"z or any of its Affiliates; any acquisition by an employee benefit plan or related trust sponsored or maintained by MondelÄ"z or any of its...

Page 453
... 10.6 If no Employee's Spouse signs this Agreement, the Employee hereby certifies that he or she has no spouse as of the date of this Agreement. 10.7 It is understood and agreed that all rights and obligations arising out of this Agreement relating to any spouse, Plan Beneficiary, Trust Beneficiary...

Page 454
... as of the day and year first above written. Attest: Signature of Employee Attest: Signature of Employee's Spouse This Agreement is executed on behalf of MondelÄ"z Global LLC. Attest: MondelÄ"z Global LLC By: Attachments: Exhibit A: Employee Grantor Trust Agreement Exhibit B: Tax Assumptions 13

Page 455
...generally be based on the Employee's, Employee Spouse's or Plan Beneficiary's state and locality of residence at the Availability Date. At the Distribution Date, state and local tax rate assumptions used in computing the After-Tax Benefit and the Additional Pre-Tax Benefit, if any, will generally be...

Page 456
... In the case of Stock Options or similar Other Stock-Based Awards, for purposes of Section 5(a), Fair Market Value means, as of any given date, the Black-Scholes or similar value determined based on the assumptions used for purposes of the Company's most recent financial reporting. (j) "Non-Employee...

Page 457
... his death or disability. (m) "Plan" means this Amended and Restated 2006 Stock Compensation Plan for Non-Employee Directors, as amended from time to time. (n) "Plan Year" means the period commencing at the opening of business on the day on which the Company's annual meeting of stockholders is held...

Page 458
... that change the timing of payment of an Award shall not be applicable to an Award subject to Section 409A of the Code. For the avoidance of doubt, the foregoing is applicable to Awards issued before and existing on the date this amendment to the Plan is being made as well as to Awards issued after...

Page 459
... outstanding voting securities of the Company by another entity or group; excluding, however, the following: (1) any acquisition by the Company or any of its affiliates; (2) any acquisition by an employee benefit plan or related trust sponsored or maintained by the Company or any of its affiliates...

Page 460
... than 30 days after the participant first becomes eligible and before the date on which the services entitling the participant to the Award are performed), and shall specify the time and form of distribution of the participant's Deferred Stock Account in a manner complying with Internal Revenue Code...

Page 461
... Other Stock-Based Award to less than the Fair Market Value on the date of grant (except as contemplated by Section 4); or (ii) increase the total number of shares of Common Stock that may be distributed under the Plan. Except as may be necessary to comply with a change in the laws, regulations...

Page 462
... the right to continued service as a member of the Board. (d) No later than the date as of which an amount first becomes includable in the gross income of the participant for income tax purposes with respect to any Award under the Plan, the participant shall pay to the Company, or make arrangements...

Page 463
... amendment. Nothing in the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Internal Revenue Code Section 409A, including the tax treatment of any amount paid or award made under the Plan, and neither the Company nor any of its...

Page 464
... of the Company. d. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder. e. "Common Stock" means the common stock of the Company. f. "Company" means MondelÄ"z International, Inc., a corporation organized under the laws of the...

Page 465
...Deferred Fee Account in accordance with Section 2.3.3. s. "Fund" means any one of the investment vehicles in which the trust fund established under the trust agreement, as amended from time to time, entered into by the Company (or its delegate) in connection with the Profit-Sharing Plan, is invested...

Page 466
... a Deferred Fee Account is being maintained for his or her benefit. w. "Plan" means this MondelÄ"z International, Inc. 2001 Compensation Plan for Non-Employee Directors, as amended from time to time. x. "Profit-Sharing Plan" means the MondelÄ"z International Thrift Plan, as amended from time to time...

Page 467
... Election Form to the Secretary of the Company. A Deferral Election to increase or dercease the amount of future Compensation to be deferred shall become effective on and after the first day of the calendar year following the Election Date. 2.1.3 Cessation of Deferrals A Participant may cease to...

Page 468
... losses, if any, on the same basis as the corresponding Fund, as the same may change from time to time. To the extent additional investment funds are provided under the Profit-Sharing Plan, the senior Human Resources officer of the Company is authorized to establish corresponding Subaccounts under...

Page 469
... by submitting a Modified Election Form to the Secretary of the Company. A new investment direction shall become effective with respect to any Subaccount on the first day of the calendar month following the Election Date of such Modified Election Form. 2.2.5 Investment Transfers A Participant (or...

Page 470
... may modify his or her election as to the Distribution Date but not the distribution form with respect to Compensation attributable to future service, with such modification to be effective beginning with the next calendar year and continuing thereafter by submitting a Modified Election Form to the...

Page 471
... will commence on, the fifteenth day of the seventh month following the date of the Participant's separation from service. SECTION 3. General Provisions 3.1 Unfunded Plan It is intended that the Plan constitute an "unfunded" plan for deferred compensation. The Company may authorize the creation of...

Page 472
... effective until shareholder approval is obtained if the amendment (i) materially increases the benefits accruing to Participants under the Plan, or (ii) modifies the eligibility requirements for participation in the Plan. 3.5 Duration of Plan The Company hopes to continue the Plan indefinitely...

Page 473
Exhibit 10.17 MONDELÄ'Z GLOBAL LLC EXECUTIVE DEFERRED COMPENSATION PLAN -PLAN DOCUMENT-

Page 474
... adopted the Plan effective as of the date that Kraft Foods Inc. distributes shares of Kraft Foods Group, Inc. ("KFGI") to its shareholders and changes its name to MondelÄ"z International, Inc. anticipated to be October 1, 2012 (the "Spin-Off Date") by completing and signing the Adoption Agreement...

Page 475
... or any part of its powers, rights, and duties under the Plan to such person or persons as it may deem advisable, and may engage agents to provide certain administrative services with respect to the Plan. Any notice or document relating to the Plan which is to be filed with the Administrator may be...

Page 476
... a deceased Participant's benefits are payable under subsection 9.5. 2.5 Board "Board" means the Board of Directors of the Employer (if applicable), as from time to time constituted. 2.6 Board Member "Board Member" means a member of the Board. 2.7 Code "Code" means the Internal Revenue Code of 1986...

Page 477
...disabled, as designated by the Employer in the Adoption Agreement. 2.12 Effective Date "Effective Date" means the Spin-Off Date. 2.13 Eligible Individual "Eligible Individual" means each Employee or Other Service Provider who satisfies the eligibility requirements set forth in the Adoption Agreement...

Page 478
...amounts other than Matching Contributions that are credited to a Participant's Employer Contributions Account under the Plan by the Employer in accordance with subsection 4.3. 2.17 ERISA "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific section of...

Page 479
... who, immediately prior to the Spin-Off Date, had an account under the Kraft Executive Deferred Compensation Plan ("KEDCP"), whose account was transferred to this Plan in connection with the Employee's transfer of employment from KFGI to MondelÄ"z Global LLC. For purposes of paragraph (a), an...

Page 480
... Agreement, on the basis of which the Plan is administered. 2.28 Retirement "Retirement" for purposes of this Plan, means the Participant's Termination Date, as defined in subsection 2.30, after attaining the age and/or service minimums with respect to Retirement or Early Retirement as designated by...

Page 481
... 3.1 Eligibility As of the Effective Date, each Eligible Individual shall be eligible to become a Participant by properly making a Deferral Election on a timely basis as described in Section 4, or, if applicable, by receiving an Employer Contribution under the Plan. A person who is subsequently...

Page 482
... Plan Year (or such earlier date as determined by the Administrator) with respect to Compensation (other than Performance-Based Bonuses) earned in pay periods beginning on or after the following January 1 in accordance with rules established by the Administrator. An Employee or Other Service...

Page 483
... Account balances under the Plan, but is rehired (or recommences providing services to an Employer as an Other Service Provider) at least 24 months after his last day as a previously Eligible Individual prior to again becoming such an Eligible Individual. In all other cases such rehired Employee...

Page 484
... that initial 30-day period, he may not later elect to make a Performance-Based Bonus Deferral for that performance period under this subsection. Rules relating to the timing of elections to make a Performance-Based Bonus Deferral with respect to an Employee or Other Service Provider who becomes...

Page 485
...Bonus Deferral Election on file with the Administrator; provided, however, that no In-Service Distribution shall be applicable...Accounts as of a date determined to be administratively feasible by the Administrator. 4.4 No Election Changes during Plan Year A Participant shall not be permitted to change...

Page 486
... income, payroll, or other taxes required to be withheld on such deferrals or contributions or to satisfy any necessary employee welfare plan contributions. A Participant shall be entitled only to the net amount of such deferral or contribution (as adjusted from time to time pursuant to the terms of...

Page 487
... to time establish new Investment Funds or eliminate existing Investment Funds. The Investment Funds are for recordkeeping purposes only and do not allow Participants to direct any Employer assets (including, if applicable, the assets of any trust related to the Plan). Each Participant's Accounts...

Page 488
...The "value" of an Investment Fund at any Valuation Date may be based on the fair market value of the Investment Fund, as determined by the Administrator in its sole discretion. 6.3 Accounting Methods The accounting methods or formulae to be used under the Plan for purposes of monitoring Participants...

Page 489
... Agreement. Vesting Years of Service shall be determined in accordance with the election made by the Employer in the Adoption Agreement. Amounts in a Participant's Accounts that are not vested upon the Participant's Termination Date ("forfeitures") shall be used to reinstate amounts previously...

Page 490
... if the Employer elects to establish a trust with respect to the Plan. Even though benefits provided under the Plan are not funded, the Employer may establish a trust to assist in the payment of benefits. All investments under this Plan are notional and do not obligate the Employer (or its delegates...

Page 491
... with this subsection, a distribution date for his Compensation Deferral Accounts that is prior to his Termination Date (an "In-Service Distribution"). A Participant's election of an In-Service Distribution date must: (i) be made at the time of his Deferral Election for a Plan Year; and (ii) apply...

Page 492
...Accounts for the applicable Plan Year shall be determined as of a Valuation Date preceding the date...Change in Control of the Employer occurs) prior to the date the Participant had previously elected to have an In-Service... election on file with the Administrator (if no election is on file, then such...

Page 493
... prior to the full payment of his Accounts, payments will continue to be made to his Beneficiary in the same manner and at the same time as would have been payable to the Participant, but substituting the Participant's date of death for the Participant's Retirement Date. To the extent elected by the...

Page 494
... a part of the Plan, the definition of compensation used to determine key employee status shall be determined under Treas. Reg. Â§ 1.415(c)-2(a). This subsection 9.3 is applicable only with respect to companies whose stock is publicly traded on an "established securities market" (as defined in...

Page 495
... be effective as of the date the designation was executed, but without prejudice to the Administrator on account of any payment made before the change is ... Termination Date shall continue to be made to him without regard to such rehire or return to service. See subsections 4.1 and 4.2 of the Plan for...

Page 496
...begins on the Participant's Termination Date and ends on the 15 th day of the third month following the Termination Date. In the case of a payment described in... laws. Payments intended to pay employment taxes or payments made as a result of income inclusion of an amount in a Participant's Accounts as...

Page 497
... of the outstanding voting securities of the Employer by another entity or group; excluding, however, the following: (1) any acquisition by the Employer or any of its affiliates; (2) any acquisition by an employee benefit plan or related trust sponsored or maintained by the Employer or any of its...

Page 498
...voting securities of the Employer. For avoidance of doubt, Kraft Foods Inc.'s Spin-Off of KFGI does not constitute a Change in Control for purposes of this Plan. 9.10 Supplemental Survivor Death Benefit A supplemental survivor death benefit shall be paid to the Beneficiary of an eligible Participant...

Page 499
... with a corporate transaction in which the Employee is not deemed to have separated from service, the interests of persons entitled to benefits under the Plan are not subject to their debts or other obligations and, except as may be required by the tax withholding provisions of the Code or any...

Page 500
...plural, and the plural shall include the singular. 10.11 Examination of Documents Copies of the Plan and any amendments thereto are on file at the office of the Employer where they may be examined by any Participant or other person entitled to benefits under the Plan during normal business hours. 28

Page 501
... with the Administrator, from time to time, in writing the Participant's, Spouse's, or Beneficiary's post office address and each change of post office address. Any communication, statement, or notice addressed to a Participant, Spouse, or Beneficiary at the last post office address filed with the...

Page 502
...under the terms of any other employee benefit plan of the Employer, a Participant's participation in this Plan shall not affect the benefits provided under such other employee benefit plan. 10.18 Tax and Legal Effects The Employer, the Administrator, and their representatives and delegates do not in...

Page 503
...THE ADMINISTRATOR 11.1 Information Required by Administrator Each person entitled to benefits under the Plan must file with the Administrator from time to time in writing such person's mailing address and each change of mailing address. Any communication, statement, or notice addressed to any person...

Page 504
... of law or equity for benefits under the Plan until the Plan's claim process and appeal rights have been exhausted and the Plan benefits requested in that appeal have been denied in whole or in part. However, the claimant may only bring a suit in court if it is filed within 90 days after the date of...

Page 505
... copies of all documents, records and other information relevant to the benefit claim, and (iv) a statement regarding the claimant's right to bring a civil action under Section 502(a) of ERISA following a denial on appeal. The Administrator's decision made in good faith will be final and binding. 11...

Page 506
..., distribution forms, and timing of payments, including changes applicable to benefits accrued prior to the effective date of any such amendment; provided, however, that amendments to the Plan (other than amendments relating to Plan termination) shall not cause the Plan to provide for acceleration...

Page 507
Exhibit 10.18 MONDELÄ'Z GLOBAL LLC EXECUTIVE DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT Effective October 1, 2012

Page 508
... adopts the Plan as: List type of business entity (corporation, partnership, controlled group of corporations, etc.) Corporation List each Employer adopting the Plan and Employer Identification Number (EIN) : Name of Employer: MondelÄ"z Global LLC Name of Employer: Name of Employer: Name of Employer...

Page 509
... Vice President, Global Human Resources Management and the Senior Vice President, Compensation, Benefits and HR Processes and Systems or the successor positions to these roles in the event that these roles are subsequently changed or renamed; [fill in the name(s) of the individual(s) or job title...

Page 510
...Plan administrator or Employer; Eligible after the following period of employment, Board service, etc. [enter number of days, months or years, for example, 90 days] 30 days...for FICA/Medicare/income taxes, required Participant Contributions into another Employer-sponsored benefit plan such as medical ...

Page 511
...qualified retirement plan, earned while the Participant is an Eligible Individual, as determined by the Employer. Participant's total wages, salary, commissions, overtime, bonus, etc. for a given year which the Employer is required to report on Form W-2 or other appropriate form, (or, in the case of...

Page 512
... Date unless changed by the Participant - so each year the Participant will be deemed to have the same election in place as the prior year unless actively changed by the Participant during the open enrollment period ending no later than December 31 prior to the effective Plan year or, in the case...

Page 513
...formulas to be used for different types...time in the discretion of the Employer of each Participant's Compensation Deferrals for the applicable period (percentage should be documented in writing when determined, and such writings will form part of the plan...to eligible Participants' Accounts as soon as ...

Page 514
...Employer (or, in the case of non-Employee Board Members, served on the Board) on the last day of the Plan Year or who retired, died or were Disabled during the Plan Year, or, in the case of Other Service Providers, who provided services to the Employer on the last day of the Plan Year or who died or...

Page 515
...Plan, select the rate...or more years 100%) Other cliff ( enter number of years: less than % % %...service for the individual under a qualified plan maintained by the Company. Years of participation in the Plan (12-consecutive-month period between date Participant enters Plan and anniversary of such date...

Page 516
... [describe criteria such as age (can be partial year), years of service with the Employer (must be whole years of service), or years of participation in the Plan (must be whole years of participation)] 100% vesting upon Early Retirement [describe criteria such as age (must be whole years), years of...

Page 517
... the Calendar Year for which the deferral is effective No (single distribution date allowed per Plan Year) Yes (requires additional tracked sources per Plan Year) Please indicate the number of years a Participant must defer payment(s) until In-Service Distribution(s) may begin: Please indicate if...

Page 518
...Service. 3 Early Retirement [describe criteria such as age (must be whole years), years of service with the Employer (must be whole years of service), or years of participation in the Plan... to change the number of installments in accordance with Plan provisions (see subsection 9.2 of Plan document)...

Page 519
...'s Termination Date unless changed by the Participant - so each year the Participant will be deemed to have the same distribution election in place as the prior year unless actively changed by the Participant at open enrollment, and the change will only be applicable to future contributions...

Page 520
...The date that a person or group acquires ownership of 20% or more of the outstanding voting securities of MondelÄ"z International, Inc. excluding, however, the following: (a) any acquisitions by MondelÄ"z International, Inc. or any of it affiliates; (b) any acquisition by an employee benefit plan or...

Page 521
...definitions above. 3 3 ï£³ 30. Distributions to "Key Employees" - Investment. In order to comply with Internal Revenue Code Section 409A, distributions to "key employees" (see subsection 9.3 of the Plan Document for definition) of publicly traded companies made due to employment termination cannot...

Page 522
..., if any, or (b) Participant's vested Account balance. Other: [enter amount or formula] Directly by the Employer. Deducted from the Participant accounts and Plan's trust or other custodial account (mutual fund plans only, if applicable). 33. Payment of Plan Expenses. Plan expenses may be paid as...

Page 523
... changes in the law relating to nonqualified deferred compensation or other employee benefit plans may require that the Plan be amended. * * * The undersigned duly authorized owner, or officer of the Employer hereby executes the Plan on behalf of the Employer. Dated this 19th day of September, 2012...

Page 524
... the date that the shares of KFGI are so distributed to shareholders of KFI (the "Spin Date" and also the "Effective Date" of this Agreement); WHEREAS, as of the Spin Date Company will be a subsidiary of MondelÄ"z International, Inc. and will sponsor each employee benefit plan for U.S. employees of...

Page 525
... Trust assets which are intended to satisfy liabilities for benefits accrued or earned as of the Spin Date under the Kraft Plan with respect to each employee of the Company transferred from KFGI as of the Spin Date. Such transferred assets shall be held by the Trustee in trust and shall become the...

Page 526
... for the reporting of any federal, state or local taxes with respect to the payment of benefits pursuant to the terms of the Plan, and shall direct the Trustee with respect to any withholding of such taxes, and to the extent directed by the Administrator, the Trustee shall withhold and pay amounts...

Page 527
...a reasonable basis for making a determination concerning Company's solvency. (3) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company's general...

Page 528
...Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payments of benefits have been made to Plan... invest in securities (including stock or rights to acquire stock) or obligations issued by Company, other than a de ...

Page 529
... to which the Company has failed to provide investment direction shall be invested in the Service class shares of the Wilmington Prime Money Market Fund (the "Prime MM Portfolio"), a money market mutual fund managed by an affiliate of the Trustee, until such time as investment direction is provided...

Page 530
... at the end of such year or as of the date of such removal or resignation, as the case may be. Such account statements shall be mailed to Company or, if the Company agrees, delivered via e-mail or other electronic means. Section 8. Responsibility of Trustee. (a) Trustee shall act with care, skill...

Page 531
... Deposit Insurance Corporation ("FDIC"), Trustee's account statements shall be sufficient information concerning securities transactions effected for the Trust, provided that Company, upon written request, shall have the right to receive at no additional cost written confirmations of such securities...

Page 532
.... (a) Company shall pay all administrative and Trustee's fees and expenses on a monthly basis. If not so paid, the Trustee shall be entitled to deduct such fees and expenses from the Trust. (b) Company shall indemnify and hold Trustee harmless from and against any and all losses, costs, damages...

Page 533
... satisfy the requirements of Section 11 (c), the Company shall continue to use its best efforts to appoint a bank that satisfies the requirements of Section 11(c). (b) If Trustee resigns or is removed, and such resignation or removal is to be effective before a Change in Control, and will not become...

Page 534
... distribute the balance of the Trust Fund as directed by the Company. (3) This Trust Agreement may be amended by a written instrument executed by Trustee and Company, provided that no such amendment adopted during a Potential Change in Control or on or after a Change in Control may reduce the level...

Page 535
.... If Trustee fails at any time in the future to so qualify for pro rata worth pass-through insurance coverage, it will promptly notify Company. (e) In no event will Trustee have any obligation to provide, and in no event will Trustee provide, any legal, tax, accounting, audit or other advice to...

Page 536
... Affiliates; (B) any acquisition by an employee benefit plan or related trust sponsored or maintained by the Company or any of its Affiliates; or (C) any acquisition pursuant to a merger or consolidation described in clause (3) of this definition. For purposes of the definition of Change in Control...

Page 537
... exist not later than the occurrence of a Change in Control): (1) The Company or any successor or assign thereof enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; provided that a Potential Change in Control described in this Section (I) shall...

Page 538
...Ä'Z GLOBAL LLC By: /s/ David Pendleton (Senior Vice) President Address: Three Parkway North Deerfield, IL 60015 Attn: Telephone; Telecopier: [Corporate Seal] WILMINGTON TRUST RETIREMENT AND INSTITUTIONAL SERVICES COMPANY, as Trustee. By: /s/ Boyd Minnix (Vice) President Address: 280 North Central...

Page 539
...AND RESTATED 2005 PERFORMANCE INCENTIVE PLAN PERFORMANCE-CONTINGENT RESTRICTED STOCK UNIT AGREEMENT MONDELÄ'Z INTERNATIONAL, INC., a Virginia corporation (the " Company "), hereby grants to Irene B. Rosenfeld (the " Employee ") as of December 19, 2012 (the " Award Date "), pursuant to the provisions...

Page 540
... of this Agreement, the "Issuance Date" is the date that Common Stock is issued or delivered to Employee or her legal representative in accordance with this Agreement. Except in the case of Employee's Disability, death or as provided in connection with a Change-in-Control as described under Section...

Page 541
...is not to be converted into publicly traded common stock of the Company's successor entity. Employee continues in the role of Chief Executive Officer of the Company or is appointed to the role of Chief Executive Officer the Company's successor entity; and 3 (b) The Issuance Date will be December 19...

Page 542
... than one jurisdiction between the date of grant and the date of any relevant taxable event, Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction...

Page 543
... is deemed to have been issued the full number of shares underlying the Award, notwithstanding that a number of shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Employee's participation in the Plan. To avoid any negative...

Page 544
... this Award represents an unfunded and unsecured promise of the Company to issue to Employee or her legal representative on the Issuance Date and otherwise subject to the terms of this Agreement and the Plan, one share of the Common Stock. 14. Original Issue or Transfer Taxes . The Company will pay...

Page 545
... Employee's acquisition or sale of the underlying shares of Common Stock; (k) Employee is hereby advised to consult with Employee's own personal tax, legal and financial advisors regarding Employee's participation in the Plan before taking any action related to the Plan; and (l) none of the Company...

Page 546
... the Company and the Employer may hold certain personal information about her, including, but not limited to, Employee's name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, and job title, any shares of stock...

Page 547
... for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under a MondelÄ"z Global LLC short term disability plan" and (b) " Retirement " means the Employee's retirement from the MondelÄ"z International Group for purposes...

Page 548
... Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with laws in the country where the Employee resides regarding the issuance of shares of Common Stock, or to facilitate the administration of the Plan, and to require Employee to sign...

Page 549
EXHIBIT 12.1 MondelÄ"z International, Inc. and Subsidiaries Computation of Ratios of Earnings to Fixed Charges (in millions of dollars) 2012 2011 Years Ended December 31, 2010 2009 2008 Earnings from continuing operations before income taxes Add / (Deduct): Equity in net earnings of less than 50% ...

Page 550
... Kraft Foods Belgium Intellectual Property Mondelez International Belgium BVBA (fka Kraft Foods Production Holdings) Kraft Foods Production Holdings Maatschap Kraft Foods Belgium BVBA Kraft Foods Belgium Services BVBA Kraft Foods Belgium Biscuits Production NV (fka BVBA) Cadbury Belgium BVBA Kraft...

Page 551
...Kraft Asia Pacific (Alberta) GP ULC Kraft Holdings ULC G-Push Sport Inc. Mondelez Canada Inc. (fka Kraft Canada Snack Inc.) Mondelez Canada Holdings ULC (fka 1682016 Alberta ULC) CS Finance Inc. Neilson International Limited TCI Realty Holdings Inc. Kraft Canada Two LP Kraft Foods Chile S.A. Cadbury...

Page 552
...Gum Management Services Ltd Kraft Foods CR s r.o. EKO-KOM, a.s. Opavia Lu s.r.o. Mondelez CR Production s.r.o. Kraft Foods Danmark ApS Kraft Foods Danmark Intellectual Property ApS Kraft Foods Dominicana S.A. Cadbury Adams Dominicana S.A. Kraft Foods Ecuador Cia. Ltda. Kraft Foods Egypt S.A.E. Kraft...

Page 553
...de C.V. Kraft Foods Honduras, S.A. Cadbury Adams Honduras, S.A. Kraft Foods Limited (Asia) Cadbury Trading Hong Kong Ltd. Cadbury Hong Kong Limited Kraft Foods Hungaria Kft Gyori Keksz Kft SARL OKO-Pannon Kft. KJS India Private Limited C S Business Services (India) Pvt. Limited Cadbury India Limited...

Page 554
... Machinery SIA Kraft Foods Latvija Cadbury Adams Middle East Offshore S.A.L. Cadbury Adams Middle East S.A.L. AB Kraft Foods Lietuva UAB Mondelez Lietuva Production (fka Kraft Foods Lietuva Production) Kraft Foods Luxembourg Sarl Kraft Foods Financing Luxembourg Sarl Kraft Foods Biscuit Financing...

Page 555
...Biscuits Holdings B.V. Kraft Foods LA MC B.V. Kraft Foods North America and Asia B.V. Kraft Foods Intercontinental Netherlands C.V. Merola Finance B.V. Nabisco Holdings II B.V. Nabisco Holdings I B.V. Kraft Foods Nederland Services B.V. Kraft Foods Nederland Biscuit C.V. Mondelez International Selba...

Page 556
... LLC Kraft Foods Romania S.A. OOO Kraft Foods Rus OOO Kraft Foods Sales and Marketing Mondelez International Rus Dirol Cadbury LLC Nabisco Arabia Co. Ltd. Kraft Foods d.o.o. Belgrade Kraft Foods Holdings Singapore Pte. Ltd. Netherlands Netherlands New Zealand New Zealand New Zealand New Zealand New...

Page 557
... Asia-Pacific Services Pte. Ltd.) Taloca (Singapore) Pte Ltd. Kuan Enterprises Pte. Ltd. Kraft Foods Singapore Pte. Ltd. Symphony Biscuits Holdings Pte. Ltd. Biscuit Brands (Kuan) Pte Ltd Kraft Helix Singapore Pte. Ltd. Cadbury Enterprises Pte. Ltd. Cadbury Singapore Pte Limited Mondelez Business...

Page 558
... Man) Cadbury New Zealand LLP Kraft Foods UK R&D Ltd. The Kenco Coffee Company Limited Kraft Foods UK Intellectual Property Limited Kraft Foods UK Production Limited Kraft Foods Middle East & Africa Ltd. Kraft Foods UK Ltd. Chromium Suchex No. 2 LLP Chromium Suchex LLP Chromium Acquisitions Limited...

Page 559
... Cocoa Research Association Limited Trebor Bassett Holdings Limited Kraft Foods UK Confectionery Production Ltd Ernest Jackson & Co Limited The Old Leo Company Limited Trebor Bassett Limited Green & Black's Limited Trebor International Limited Cadbury US Holdings Limited Cadbury Financial Services...

Page 560
... LLC The Hervin Company Hervin Holdings, Inc. Kraft Foods International Holdings Delaware LLC Kraft Foods International Biscuit Holdings LLC Kraft Foods Biscuit Brands Kuan LLC Kraft Foods Asia Pacific Services LLC Mondelez Suchex Holdings LLC NSA Holdings LLC Kraft Foods Latin America Holding LLC...

Page 561
Entity Name Country Cadbury Beverages de Venezuela CA Cadbury Adams, S.A. Promotora Cadbury Adams, C.A. Cadbury Schweppes Zimbabwe (Private) Limited Crystal Candy (Private) Limited Venezuela Venezuela Venezuela Zimbabwe Zimbabwe

Page 562
...File Nos. 333-174665, 333-165736, 333-71266, 333-84616, 333-125992, 333-184178 and 333-183993) of MondelÄ"z International, Inc. of our reports dated February 25, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting...

Page 563
... and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. (b) Date: February 25, 2013 /s/ IRENE B. ROSENFELD Irene B. Rosenfeld Chairman and Chief...

Page 564
... information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. (b) Date: February 25, 2013 /s/ DAVID A. BREARTON David A. Brearton Executive Vice President and Chief...

Page 565
...Annual Report on Form 10-K fairly presents in all material respects MondelÄ"z International's financial condition and results of operations. / S / DAVID A. BREARTON David A. Brearton Executive Vice President and Chief Financial Officer February 25, 2013 A signed original of these written statements...

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