Mondelez 2012 Annual Report Download - page 426

7.2 Merger . No Employer will merge or consolidate with any other corporation, or liquidate or dissolve, without making suitable
arrangements, satisfactory to the Committee, for the payment of any benefits payable under the Plan.
7.3 Rights Not Limited by Section 409A . For the avoidance of doubt, the rights reserved to the Company and the Employers under this
Section 7 shall not be subject to any limitation or restriction merely because the exercise of such rights may result in adverse tax consequences to
Participants or other persons under Code Section 409A or any other tax law.
SECTION 8
Change of Control
8.1 Definition . “ Change of Control ” means the happening of any of the following events:
(i) any acquisition by the Parent or any entity controlled by, controlling or under common control with the Parent (each such entity an
“ Affiliate ”);
(ii) any acquisition by an employee benefit plan or related trust sponsored or maintained by the Parent or any of its Affiliates; or
(iii) any acquisition pursuant to a merger or consolidation described in clause (c) of this definition.
18
(a) Acquisition of 20% or more of the outstanding voting securities of Kraft Foods (effective on and after the Spin Date, Mondelēz
International) or any successor thereto (the
“
Parent
”
)
by another entity or group; excluding, however, the following:
(b) During any consecutive 24 month period, persons who constitute the Board of Directors of the Parent (the “ Board ”) at the
beginning of such period cease to constitute at least 50% of the Board; provided that each new Board member who is approved by a
majority of the directors who began such 24 month period shall be deemed to have been a member of the Board at the beginning of
such 24 month period.
(c)
The consummation of a merger or consolidation of the Parent with another company, and the Parent is not the surviving company; or,
if after such transaction, the other entity owns, directly or indirectly, 50% or more of the outstanding voting securities of the Parent;
excluding, however, a transaction pursuant to which all or substantially all of the individuals or entities who are the beneficial owners
of the outstanding voting securities of the Parent immediately prior to such transaction will beneficially own, directly or indirectly,
more than 50% of the combined voting power of the outstanding securities entitled to vote