Mondelez 2012 Annual Report Download - page 382

1.6 Indemnification and Exculpation . The members of the Committee, and its agents, and the officers, directors, and employees of any
Employer and its affiliates shall be indemnified and held harmless by the Employer against and from any and all loss, costs, liability, or expense
that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which
they may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and against and from any and
all amounts paid by them in settlement (with the Employer’s written approval) or paid by them in satisfaction of a judgment in any such action,
suit, or proceeding. The foregoing provisions shall not be applicable to any person if the loss, costs, liability, or expense is due to such person’s
gross negligence or willful misconduct.
1.7 Applicable Laws . The Plan shall be construed and administered in accordance with the internal laws of the State of Illinois to the
extent that such laws are not preempted by the laws of the United States of America.
1.8 Gender and Number
. Where the context admits, words in any gender shall include any other gender, words in the singular shall include
the plural and the plural shall include the singular.
1.9 Action by Employers . Any action required of or permitted to be taken by the Company or by any other Employer shall be by its Board
of Directors or by a committee or other person or persons authorized by its Board of Directors.
1.10 Severability of Plan Provisions . In the event any provision of the Plan shall be held invalid or illegal for any reason, any invalidity or
illegality shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the invalid or illegal provision had
never been inserted, and the Company shall have the right to correct and remedy such questions of invalidity or illegality by amendment as
provided in the Plan.
1.11 Notices . Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed
by registered mail, postage prepaid, to the Committee (or its delegate), in care of the Company, at its principal executive offices. Any notice
required under the Plan may be waived by the person entitled to notice.
1.12 Defined Terms . Terms used frequently with the same meaning are indicated by initial capital letters, and are defined throughout the
Plan. Appendix A contains an alphabetical listing of such terms and the locations in which they are defined. Unless the context clearly implies or
indicates the contrary, a word, term or phrase used in the Plan with an initial capital letter which is not otherwise defined in the Plan shall have
the meaning used or defined in the Thrift Plan (as defined in Section 3) or the Retirement Plan (as defined in Section 4), as applicable.
1.13 Plan Supplements . The provisions of the Plan as applied to any Employer or any group of employees of any Employer may be
modified or supplemented from time to time by the adoption of one or more Supplements. Each Supplement shall form a part of the Plan as of
the Supplement’s effective date. Except as otherwise determined by the Committee, in the event of any inconsistency between a Supplement and
the Plan document, the terms of the Supplement shall govern.
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