Mondelez 2012 Annual Report Download - page 159

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 [ * * * ]. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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4.2.2
Initial Transition Plan
. The initial Transition Plan will be attached to the applicable Supplement. During the 30 days immediately
following the Effective Date, Supplier shall prepare and deliver to Kraft a detailed Transition Plan for Kraft’s review, comment and
approval. The proposed detailed Transition Plan shall describe in greater detail the specific transition activities to be performed by
Supplier, but, unless otherwise agreed by Kraft, shall be consistent in all respects with the initial Transition Plan, including the
activities, deliverables, Transition Milestones and Deliverable Credits described therein and in the applicable Supplement. Supplier
shall address and resolve any questions or concerns Kraft may have as to any aspect of the proposed detailed Transition Plan and
incorporate any modifications, additions or deletions to such Transition Plan requested by Kraft, to the extent such modifications,
additions or deletions are not inconsistent with the Transition Plan set forth in the applicable Supplement. If approved by Kraft, or if
Kraft fails within ten business days of receipt of the Transition Plan to provide any comments and Supplier provides Kraft with notice
thereof and an additional seven days to provide comments, the detailed Transition Plan shall be appended to and incorporated in the
applicable Supplement.
4.2.3
Transition Plan
. The detailed Transition Plan shall identify, among other things, (i) the transition activities to be performed by
Supplier and the significant components and subcomponents of each such activity for each Eligible Recipient, (ii) the deliverables to
be completed by Supplier, (iii) the date(s) by which each such activity or deliverable is to be completed (the “ Transition Milestones
”), (iv) Supplier’s plans for the hiring and retention of Transitioned Employees, (v) a process and set of standards acceptable to Kraft
to which Supplier will adhere in the performance of the Transition Services and that will enable Kraft to determine whether Supplier
has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, including
measurable success criteria by each Tower that Supplier must meet before transitioning the work any further, (vi) a process for Kraft to
delay all or any part of the transition if Kraft determines that any part of the transition poses a risk or hazard to Kraft’s or an Eligible
Recipient’s business interests (without any increase in Supplier’s Charges to the extent Kraft’s determination is based on Supplier’s
failure to perform satisfactorily its transition obligations), (vii) the contingency or risk mitigation strategies to be employed by
Supplier in the event of disruption or delay, (viii) any transition responsibilities to be performed or transition resources to be provided
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 documents contemplated by the applicable Supplement and/or required to effectuate the transition to be
executed by the Parties.
4.2.4
Performance
. Supplier shall perform the Transition Services described in the Transition Plan in accordance with the timetable and
the Transition Milestones set forth in the Transition Plan. Supplier shall provide all cooperation and assistance reasonably required or
requested by Kraft in connection with Kraft’s evaluation or testing of the deliverables set forth in the Transition Plan. Supplier shall
perform the Transition Services in a manner that will not (i) disrupt or have an unnecessary adverse impact on the business or
operations of Kraft or the Eligible Recipients, (ii) degrade the Services then being received by Kraft or the Eligible Recipients, or
(iii) disrupt or interfere with the ability of Kraft or the Eligible Recipients to obtain the full benefit of the Services, except as may be
otherwise provided in the Transition Plan. Prior to undertaking any transition activity, Supplier shall discuss with Kraft all known
Kraft-specific material risks and shall not proceed with such activity until Kraft is reasonably satisfied with the plans with regard to
such risks (provided that, neither Supplier’s disclosure of any such risks to Kraft, nor Kraft’s acquiescence in Supplier’s plans, shall
operate or be construed as limiting Supplier
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s responsibilities under this Agreement). Supplier shall identify and resolve, with Kraft
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s