Mondelez 2012 Annual Report Download - page 198

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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Personnel assigned prior to any Commencement Date, the minimum period shall be [ * * * ] from the Commencement Date), to the
extent permissible under applicable Laws. Supplier shall not transfer, or reassign any of the Key Supplier Personnel (except as a result
of cause, or illness) or announce its intention to do so during the specified period without Kraft’s prior approval, which Kraft may
withhold in its sole discretion, except in the case of personal hardship, in which case Kraft will not unreasonably withhold its approval.
In addition, even after the specified period, Supplier shall transfer, or reassign one of its Key Supplier Personnel only after (i) giving
Kraft at least 40 business days prior notice of such action, (ii) identifying and obtaining Kraft’s approval of a suitable replacement at
least 30 days prior to such transfer, reassignment or removal and (iii) demonstrating to Kraft’s reasonable satisfaction that such action
will not have an adverse impact on Supplier’
s performance of its obligations under this Agreement. If Kraft in good faith objects to the
proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties
have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not
transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [ * * * ] of the Key Supplier
Personnel in any [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after
the specified period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously
identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the
same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of
effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such
personnel from working on both this Agreement and the GroceryCo MPSA.
8.4.3
Engagement of Contractors and Continuity of Critical Affected Personnel
. Supplier will take an assignment of Kraft contracts
specified in Schedule 12.1 for the Critical Affected Personnel who are contractors, or enter into replacements with such contractors.
Subject to Supplier's employment policies, Supplier will not (i) transfer or reassign any Critical Affected Personnel who are
Transitioned Employees during [ * * * ] after his or her Employment Effective Date, or (ii) transfer, reassign or discontinue the
contract for Critical Affected Personnel who are contractors except for Cause during the [ * * * ] after the Commencement Date (or, in
the case of contractors in Deferred Countries, [ * * * ] after the date Supplier begins providing Services from such country), in each
case without Kraft’s approval. In addition, in the event Supplier intends to terminate any Critical Affected Personnel who are
Transitioned Employees during the [ * * * ] following the applicable Employment Effective Date, for any reason except Cause,
Supplier will (A) provide timely notice to Kraft of its intent to terminate any of such Critical Affected Personnel in accordance with
this Section, (B) take reasonable measures to ensure and demonstrate to Kraft’s reasonable satisfaction that there will be adequate
transfer of knowledge between such Critical Affected Personnel and Supplier, and (C) give due consideration to Kraft’s concerns with
respect to the impact of terminating such Critical Affected Personnel prior to so terminating any such person. Further, in the event
Supplier wishes to terminate the contract for Critical Affected Personnel who are contractors anytime between the [ * * * ] after
Supplier first engaged such contractors as provided above, for any reason except Cause, Supplier will (1) provide timely notice to
Kraft of its intent to terminate the contract for contractors, (2) take reasonable measures to ensure and demonstrate to Kraft’s
reasonable satisfaction that there will be adequate transfer of knowledge between such contractors and Supplier, and (3) give due
consideration to Kraft
’
s concerns with respect to the impact of terminating such contractors prior to such [ * * * ].