Mondelez 2012 Annual Report Download - page 427

For avoidance of doubt, the separation of KFGI from Kraft Foods shall not be considered a Change of Control.
8.2 Effect of Change of Control . Notwithstanding any other provision of the Plan to the contrary, a Participant who is employed by an
Employer upon a Change of Control and whose employment with the Employers (or any successor thereto) is involuntarily terminated due to
such Change of Control (as determined by the Committee) shall be fully vested in any benefits under the Plan (other than any grandfathered
amount under Section 4).
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generally in the election of directors (or similar persons) of the entity resulting from such transaction (including, without limitation,
an entity which as a result of such transaction owns the Parent either directly or indirectly) in substantially the same proportions
relative to each other as their ownership, immediately prior to such transaction, of the outstanding voting securities of the Parent.
(d) The consummation of a plan of complete liquidation of the Parent or the sale or disposition of all or substantially all of the Parent’s
assets, other than a sale or disposition 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 generally in the election of
directors (or similar persons) of the entity purchasing or acquiring the Parent’s assets in substantially the same proportions relative to
each other as their ownership, immediately prior to such transaction, of the outstanding voting securities of the Parent.