Mondelez 2012 Annual Report Download - page 396

SECTION 6
Administration
6.1 Committee Membership and Authority . For purposes of the Plan, the “ Committee ” shall mean the Company’s Administrative
Committee. Except as otherwise specifically provided in this Section 6, the Committee shall act by a majority of its then members, by meeting or
by writing filed without meeting, and shall have the following discretionary authority, powers, rights and duties in addition to those vested in it
elsewhere in the Plan:
The certificate of a majority of the members of the Committee that the Committee has taken or authorized any action shall be conclusive in favor
of any person relying on the certificate.
6.2 Allocation and Delegation of Committee Responsibilities and Powers . In exercising its authority to control and manage the operation
and administration of the Plan, the Committee may allocate all or any part of its responsibilities and powers to any one or more of its members
and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may
be revoked at any time.
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(a) to adopt and apply in a uniform and nondiscriminatory manner to all persons similarly situated, such rules of procedure and
regulations as, in its opinion, may be necessary for the proper and efficient administration of the Plan and as are consistent with the
provisions of the Plan;
(b)
to enforce the Plan in accordance with its terms and with such applicable rules and regulations as may be adopted by the Committee;
(c) to determine conclusively all questions arising under the Plan, including the discretionary power to interpret and construe the terms
of the Plan, to determine the eligibility of employees and the rights of Participants and other persons entitled to benefits under the
Plan and their respective benefits, to make factual findings and to remedy ambiguities, inconsistencies or omissions of whatever
kind;
(d) to maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the
Committee may decide;
(e)
to direct all payments of benefits under the Plan;
(f) to employ agents, attorneys, accountants or other persons (who may also be employed by or represent the Employers) for such
purposes as the Committee considers necessary or desirable to discharge its duties; and
(g) to establish and maintain a claims procedure under the Plan meeting the requirements of section 503 of ERISA and the regulations
under that section.