Mondelez 2012 Annual Report Download - page 193

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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ability to perform its obligations under the Agreement. Supplier shall report monthly to Kraft any material changes to the Personnel
Projection Matrix during the first 24 months following the Effective Date and quarterly through the [ * * * ] after the Effective Date.
For purposes of this provision, a material change to the staffing is considered to be a change of [ * * * ] or more in any number (on a
regional, but not Tower, basis) in the Personnel Projection Matrix. The Parties agree that such review and approval of the Personnel
Projection Matrix or changes in the Personnel Projection Matrix shall not constitute joint employment.
8.1.7
Employment Status
. The Parties agree that Transitioned Employees will no longer be considered employees of Kraft or any other
Eligible Recipient, on and after their Employment Effective Dates. In addition, Supplier and Kraft will conduct their respective
businesses in a manner to eliminate, or reduce to a significantly low level, the risk that, following the Commencement Date, Kraft or
any other Eligible Recipient might be considered an employer, co-employer or joint employer of any employee of Supplier or its
Affiliates or Subcontractors performing the Services, including the Transitioned Employees.
8.1.8
Subcontractors
. Unless otherwise specified in the applicable Supplement, all offers of employment to personnel must be for
employment by Supplier. To the extent the applicable Supplement specifies that any personnel will be offered employment with or
transitioned to a Subcontractor or Affiliate of Supplier (rather than Supplier itself), such employment must be subject to and in strict
accordance with the same requirements of this Agreement applicable to Supplier.
8.1.9 Employees Who Reject or Do Not Receive Offers. For a period of 12 months after the Commencement Date, the Supplier will not
permit any Supplier Personnel, 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.
8.2
Employee Benefit Plans.
8.2.1 General . Except as otherwise provided in this Article 8 , each Transitioned Employee and his or her dependents shall be eligible to
enroll, effective as of his or her Employment Effective Date, in the employee plans of Supplier that are made available to similarly
situated employees of Supplier. Supplier shall provide Kraft with true and complete copies of its most recent employee plans for Kraft
to review and compare with the Kraft employee plans. The compensation and benefits provided by Supplier to Transitioned
Employees shall be no less favorable in the aggregate than the compensation and benefits generally available to similarly situated
Supplier employees.
8.2.2
Employee Welfare Benefit Plans
. Each Transitioned Employee shall be eligible as of his or her Employment Effective Date to
participate immediately in Supplier’s employee welfare benefit plans (“ welfare plans ”), which shall include medical care,
hospitalization, life, accidental death and dismemberment, prescription drug, dental insurance benefits, short term disability and long
term disability, to the extent such benefits are provided to similarly situated Supplier employees. Subject to the general comparability
requirements of Section 8.2.1 , eligibility for, the benefits of, and the amount, if any, of employee contributions toward welfare plan
coverage will be determined by Supplier; provided, however, that each of Supplier’s welfare plans shall waive all pre-existing
condition exceptions, evidence of insurability, exclusionary provisions and/or waiting periods for each such Transitioned Employee
and any eligible spouse or covered