Mondelez 2012 Annual Report Download - page 433

Pursuant to the Employee Matters Agreement entered into between KFI and KFGI in connection with the distribution of shares, effective
as of the Spin Date, Mondelēz is required to establish one or more nonqualified employee benefit plans to assume the liabilities of all benefits
accrued or earned as of the Spin Date under a KFGI-sponsored nonqualified employee benefit plan by each KFGI employee to be transferred to
Mondelēz as of the Spin Date.
The parties now wish (1) to acknowledge that, as of the Effective Date, the obligations under the Prior Enrollment Agreement, the Original
Enrollment Agreement run solely among the Employee, the Employee’s Spouse and Mondelēz, and (2) to enter into this Agreement, which
restates and supercedes the Prior Enrollment Agreement, the Original Enrollment Agreement.
In consideration of their mutual undertakings, Mondelēz, the Employee, and the Employee’s Spouse agree as follows:
I. Election to Receive Cash Payment; Effect of Funding Payments
on Benefits Under Mondelēz Supplemental Plans
1.1 The Employee and the Employee’s Spouse understand that from time to time Mondelēz may determine in its discretion that it is
appropriate to make cash payments to the Employee to discharge its liabilities under the Mondelēz Supplemental Plans with respect to benefits
which accrued prior to, and are not subject to, section 409A of the Internal Revenue Code of 1986, as amended (“Code”) (“Pre-409A Benefits”).
Each such additional payment, if any, is hereinafter referred to as a “Funding Payment.” Unless the Employee terminates this Agreement
pursuant to Section 3.2 prior to the time any such Funding Payment is to be paid to the Employee, the Employee hereby authorizes and directs
Mondelēz (a) to deduct federal, state and local income and employment taxes from any such Funding Payment and remit such taxes to the
appropriate authorities; and (b) to pay the remainder of such Funding Payment to the employee in a lump sum.
1.2 The Employee and the Employee’s Spouse, if any, agree that any Funding Payments, adjusted as provided below to account for the
time elapsed between the date any Funding Payments are paid to the Employee and the date benefits are payable from the Mondelēz
Supplemental Plans, shall offset the benefits otherwise payable to them or to any Plan Beneficiary under the Mondelēz Supplemental Plans, as
follows:
-
2
-
(a)
Notwithstanding any provision of the Mondel
ēz Supplemental Plans, or of any agreement with KFGI, or Mondelēz made
prior to the date of this Agreement allowing or requiring payment of benefits in another form, and except as otherwise
provided in Section 1.2.(g), all benefits payable to the Employee, the Employee’s Spouse or Plan Beneficiary under each of
the Mondelēz Supplemental Plans shall be paid only in the form of a single lump sum payment (calculated using the actuarial
assumptions employed under the relevant Mondel
ē
z Supplemental Plan), and such payment shall