Mondelez 2012 Annual Report Download - page 142

(2) The Vendor and the Purchaser acknowledge that the Vendor Commingled Registered Pension Plans are currently not fully funded, and
that additional contributions are required in accordance with applicable Laws. The Purchaser will be responsible for all contributions that are
required to be made under applicable Laws for periods after the Effective Time in respect of the benefits which Transferred Employees from
Commingled Plans have accrued under the Vendor Commingled Registered Pension Plans, subject to the completion of the transfer of assets
contemplated by this Section 6.02. All such Purchaser contributions will be made to the SnackCo Pension Plans.
(3) Immediately following the Closing Date, the Vendor will cause its actuary to calculate the value, as of the Effective Time, of the
defined benefit assets to be transferred from each of the Vendor Commingled Registered Pension Plans to the corresponding 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 Commission of Ontario’s Policy A700-200 or in accordance with Chapter XII of the Supplemental Pension Plans Act of Quebec , as
applicable, using the same assumptions and valuation methodology that were used in the December 31, 2011 funding actuarial valuation reports
for the Vendor Commingled Registered Pension Plans, including any necessary updates to the solvency assumptions to ensure that they are
appropriate as of the Effective Time (the “ Pension Plan Transfer Amounts ”). For greater certainty, the solvency assumptions will be those
assumptions in effect as at the Effective Time and determined in accordance with the Canadian Institute of Actuaries’ Education Note published
by the Pension Plan Financial Reporting Committee, as updated from time to time, providing guidance on assumptions for solvency and
hypothetical windup valuations and in accordance with the Standards of Practice for Pension Commuted Values published by the Canadian
Institute of Actuaries effective February 1, 2011, as applicable.
(4) No later than 30 days following the Closing Date, the Vendor will apply to the applicable pension regulatory authorities for consent to
transfer the Pension Plan Transfer Amounts and the defined contribution account balances of Transferred Employees from Commingled Plans to
the SnackCo Pension Plans. The Vendor will make a separate application in respect of the transfer of assets and liabilities from each of the
Vendor Commingled Registered Pension Plans. The Vendor will cause to be prepared all applications, reports and other materials required under
applicable laws to obtain such consent and will diligently pursue such applications. The Purchaser will act reasonably in providing all
information reasonably requested by the Vendor in order to pursue such applications.
(5) Within 30 days of receiving the consent of the applicable pension regulatory authority to each of the applications described in this
Section 6.02, the Vendor will, in respect of each Vendor Commingled Registered Pension Plan, transfer to the corresponding SnackCo Pension
Plan assets in kind and in cash with a total value equal to the applicable Pension Plan Transfer Amount, adjusted as follows:
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(a) decreased by the aggregate amount of payments made from the applicable Vendor Commingled Registered Pension Plan to the
Transferred Employees from Commingled Plans in order to satisfy any benefit payment obligation with respect to such members of
the applicable Vendor Commingled Registered Pension Plan following the Closing Date (adjusted to reflect the applicable rate of
return determined under clause (c) below),