Mondelez 2012 Annual Report Download - page 139

Purchaser which have been extended to such salaried Non-Union Employees of the Vendor prior to the Closing Date and which have been
accepted by such salaried Non-Union Employees as of the Closing Date. The Purchaser will recognize all past service of Non-Union Employees
with the Vendor and, if applicable, Predecessors of the Vendor, to the extent recognized by the Vendor, for all purposes. No later than the
Closing Date, the Vendor will provide the Purchaser with all written offers of employment with the Purchaser which have been extended to and
accepted by salaried Non-
Union Employees of the Vendor. The Purchaser will assume, accept the assignment of and continue to comply with the
terms and conditions set out in all such offers of employment effective as of and following the Effective Time. The Purchaser will notify those
salaried Non-Union Employees of the Vendor who do not receive written offers of employment with the Purchaser (who, for greater certainty,
will be those salaried Non-Union Employees of the Vendor working at the plant level) of the transition of their employment from the Vendor to
the Purchaser by notice provided to each such Employee or by the posting of such notice conspicuously in the workplace of such salaried Non-
Union Employees. All Non-Union Employees who are not members of the registered pension plans listed on Schedule 6.01(1) and who are on
any approved or statutory leave of absence as of the Closing Date will become employees of the Purchaser as of and following the Effective
Time.
(2) With respect to Employees who are employed by the Vendor who are covered by the Collective Agreements (“ Unionized Employees
”), effective on and after the Effective Time, the Purchaser will be a successor employer to the Vendor of all Unionized Employees under the
Collective Agreements pursuant to the provisions of applicable labour legislation and on and after the Effective Time will be bound by and
observe all of the same terms, conditions, rights and obligations of the Vendor in relation to the employment of the Unionized Employees,
including under the Collective Agreements.
(3) All items in respect of Employees who become employed by the Purchaser that require adjustment including premiums for
unemployment 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 and following the Effective Time, the Vendor will continue to be solely responsible for, fully discharge, and fully indemnify and
save harmless the Purchaser with respect to, all statutory obligations and Liabilities which (i) are accrued and unpaid up to the Effective Time
with respect to all Employees; or (ii) which accrue and become payable on or after the Effective Time with respect to Non-Union Employees
who do not commence employment with the Purchaser. On and following the Effective Time, the Purchaser will be solely responsible for, fully
discharge, and fully indemnify and save harmless the Vendor with respect to all statutory, contractual or common law obligations and Liabilities
which accrue on or after the Effective Time with respect to Non-Unionized Employees who commence employment with the Purchaser and all
Unionized Employees.
(5) With respect to those Employees who become employees of the Purchaser, and who have any claims under applicable workers’
compensation legislation as of the Effective Time, including any active Employees and any Employees who are on a leave of absence under
applicable workers’ compensation legislation as of the Effective Time, the Purchaser will be solely responsible for, and will fully comply with
and discharge, all obligations and Liabilities under applicable
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