Mondelez 2012 Annual Report Download - page 140

workers’ compensation legislation with respect to all such workers’ compensation claims, regardless of when the events underlying such
workers’ compensation claims occur, and regardless of whether such workers’ compensation claims are open as of the Effective Time, or are
opened or re-opened following the Effective Time, including the obligation to re-employ any such Employees who are on a leave of absence as
of the Effective Time and to provide any accommodations which are required under applicable workers’ compensation legislation, human rights
legislation or both. The Purchaser will assume, discharge and be liable for all claims, levies, assessments, penalties, deficiencies, Liabilities and
other payments and obligations with respect to such Employees under applicable workers’ compensation legislation, and will fully indemnify
and save harmless the Vendor for all such claims, levies, assessments, penalties, deficiencies, Liabilities and other payments and obligations,
including all reasonable and documented third party costs incurred by the Vendor in relation to such claims. The Vendor will act reasonably in
providing the Purchaser with any information reasonably required by the Purchaser in order to discharge the Purchaser’s obligations hereunder.
With respect to 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 which the applicable payment was paid by the Vendor. With respect to any payments received by
the Vendor from any workers compensation board after the Effective Time in relation to any Employees who become employees of the
Purchaser, the Vendor will remit such payments to the Purchaser within 30 days following the end of each quarter-end during which the
applicable payment was received by the Vendor. With respect to any payments received by the Purchaser from any workers compensation board
after the Effective Time in relation to any employees of the Vendor, including any Employees who do not become employees of the Purchaser,
the Purchaser will remit such payments to the Vendor within 30 days following the end of each quarter-
end during which the applicable payment
was received by the Purchaser. The parties will act reasonably in providing the other party with any information reasonably required by the other
party in order to discharge their respective payment obligations hereunder.
(6) The Vendor will transfer to the Purchaser the information contained in the complete personnel files maintained by the Vendor as of the
Closing Date in respect of each of the Employees who commence employment with the Purchaser. The exchange of and access to such
information will be handled in accordance with article VI of the Separation Agreement.
5.03 Specified Incentive Plans
(1) With respect to those Employees who commence employment with the Purchaser as of the Effective Time, and who are eligible to
participate in a Specified Incentive Plan immediately prior to the Effective Time, the Purchaser will establish (or will arrange for another
member of the SnackCo Group to establish) new incentive plans for the year ending (the “ SnackCo Incentive Plans ”)
which will be on
the same terms and conditions and identical in all other respects to the Specified Incentive Plans in effect immediately prior to the Closing Date.
All Employees who participated in a Specified Incentive Plan immediately prior to the Closing Date will be eligible to participate in the
corresponding SnackCo Incentive Plan effective as of and following the Effective Time. For the purpose of calculating the amounts payable to
an eligible Employee under a SnackCo Incentive Plan for the year ending , the period between January 1, 2012 and the Closing Date in
which an eligible Employee was employed by the Vendor and eligible to participate in a Specified Incentive Plan will be deemed to be service
with the Purchaser.
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