Mondelez 2012 Annual Report Download - page 199

Supplier shall designate a Supplier Account Executive for the Services who, unless otherwise agreed by Kraft, shall maintain his or her office at
Three Parkway North, Deerfield, Illinois 60015. The Supplier Account Executive shall (i) be one of the Key Supplier Personnel; (ii) be a full
time employee of Supplier; (iii) subject to Section 8.4.2 , devote his or her full time and effort to managing the Services; (iv) not be transferred,
or reassigned for a [ * * * ] from the initial assignment (except as required by law or as a result of illness or disability), unless otherwise agreed
by the Parties; (v) serve as the single point of accountability for the Services; (vi) be the single point of contact to whom all Kraft
communications concerning this Agreement may be addressed; (vii) have authority to act on behalf of Supplier in all day-to-day matters
pertaining to this Agreement; and (viii) have day-to-day authority for ensuring customer satisfaction and attainment of all Service Levels.
Except as otherwise expressly set forth in this Agreement, the Parties intend to create an independent contractor relationship and nothing in this
Agreement shall operate or be construed as making Kraft (or any Eligible Recipients) and Supplier partners, joint venturers, principals, joint
employers, agents or employees of or with the other. No officer, director, employee, agent, Affiliate, contractor or subcontractor retained by
Supplier to perform work hereunder shall be deemed to be an officer, director, employee, agent, Affiliate, contractor or subcontractor of Kraft or
the Eligible Recipients for any purpose.
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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8.4.4
Retention and Succession
. Supplier shall implement and maintain a retention strategy designed to retain Key Supplier Personnel and
Critical Affected Personnel (but only if reasonably necessary in the case of contractors) on the Kraft account for the prescribed period.
Supplier shall also maintain active succession plans for each of the Key Supplier Personnel positions. Supplier shall implement various
retention strategies to retain Key Supplier Personnel and Critical Affected Personnel, which, except for contractors, may include
granting stock options, awards, salary increases, recognition events and other retention and incentive programs offered to similarly
situated Supplier employees. Upon separation of any Key Supplier Personnel, Supplier shall provide notice to Kraft of such separation
and identify potential suitable replacements.
8.5
Supplier Account Executive.
8.6
[ * * * ]
Supplier Account Executive and Key Supplier Personnel.
8.6.1 Supplier Account Executive . At a minimum, [ * * * ] of the Supplier Account Executive’s [ * * * ], to the extent such [ * * * ] is
generally available to such employee in accordance with [ * * * ] program, shall be based upon (i) the level of [ * * * ] reflected in the
periodic [ * * * ]; (ii) the extent to which [ * * * ] has [ * * * ] the [ * * * ] and [ * * * ] other [ * * * ] under [ * * * ]; (iii) [ * * * ] of
the [ * * * ] relating to [ * * * ] and its [ * * * ] in [ * * * ], as reasonably determined by [ * * * ] and (iv) [ * * * ] determination as to
whether [ * * * ] has [ * * * ] the [ * * * ] set by the [ * * * ] or his or her designee.
8.6.2
Key Supplier Personnel
. At a minimum, [ * * * ] of the [ * * * ], to the extent such [ * * * ] is generally available to such employee
in accordance with [ * * * ], of the Key Supplier Personnel listed on Schedule 5.4 shall be based upon the factors set forth in
Section 8.6(a)
above.
8.6.3 Evaluation Input . Kraft shall have a meaningful opportunity to provide information to Supplier with respect to Kraft’s evaluation of
the performance of the Supplier Account Executive and the other Key Supplier Personnel and such evaluation shall be considered and
accorded substantial weight by Supplier in establishing the [ * * * ] and [ * * * ] of such individuals.
8.7
Supplier Personnel Are Not Kraft Employees.