Mondelez 2012 Annual Report Download - page 410

1.2 Employers and Related Companies . The Company and any Related Company (as defined below) which, with the consent of the
Company’s Management Committee for Employee Benefits (the “ MCEB ”), has adopted or hereafter adopts the Plan are referred to below
collectively as the “ Employers ” and individually as an “ Employer ”. The term “ Related Company ” means any corporation or trade or
business during any period during which it is, along with the Company, a member of a controlled group of corporations or a controlled group of
trades or businesses as described in section 414(b) and 414(c), respectively, of the Code.
1.3 Plan Administration; Plan Year . The Plan shall be administered by the Committee, as more fully described in Section 6. The “ Plan
Year ” means (i) the period beginning on the Effective Date and ending on December 31, 2012, and (ii) each subsequent 12-consecutive-month
period beginning on each January 1 and ending on the following December 31.
1.4 Sour of Benefits . The amount of any benefit payable under the Plan will be paid in cash from the general assets of the Employers or
from one or more trusts, the assets of which are subject to the claims of the Employers’ general creditors. Such amounts payable shall be
reflected on the accounting records of the Employers but shall not be construed to create, or require the creation of, a trust, custodial or escrow
account. No employee or other individual entitled to benefits under the Plan shall have any right, title or interest whatever in any assets of any
Employer or to any investment reserves, accounts or funds that an Employer may purchase, establish or accumulate to aid in providing the
benefits under the Plan. Nothing contained in the Plan and no action taken pursuant to its provisions, shall create a trust or fiduciary relationship
of any kind between an Employer and an employee or any other person. Neither an employee nor the beneficiary of an employee shall acquire
any interest greater than that of an unsecured creditor.
1.5 Indemnificati 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.
1.6 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.
2