Mondelez 2012 Annual Report Download - page 437

1.3 If the Offset Amount at the Distribution Date, determined as provided in Section 1.2 and as otherwise provided below for purposes of
this Section 1.3, is less than the After-Tax Benefit, the difference between the After-Tax Benefit and the Offset Amount shall be converted to a
pre-tax amount (the “Additional Pre-Tax Benefit”) based on the tax assumptions set forth in Exhibit A, and Mondelēz shall pay in the form of a
lump sum payment an amount equal to the Additional Pre-Tax Benefit to the Employee, the Employee’s Spouse or Plan Beneficiary from the
general assets of the relevant participating employer in satisfaction of any remaining obligations of Mondelēz under the Mondelēz Supplemental
Plans. If the Employee at any time enters into or has entered into a Grantor Trust Enrollment Agreement or Agreements with Mondelēz under
the Grantor Trust Alternative or any other Cash Enrollment Agreement or Agreements, pursuant to which amounts are to be applied to and offset
against amounts due under the Mondelēz Supplemental Plans, the Offset Amount for purposes of this Section 1.3 shall consist of the Offset
Amount determined under Section 1.2 of this Agreement without regard to any such other agreements and the aggregate amount determined as
an offset amount under the terms of each of such other agreements. The recipient will be responsible for taxes on any Additional Pre-
Tax Benefit
payable under this Section 1.3.
II. Tax Payments With Respect to Assumed Grantor Trust Earnings
2.1 For the period while the Employee remains actively employed by Mondelēz, Mondelēz may make payments to the Employee, the
Employee’s Spouse or Plan Beneficiary to cover federal, state, local and other applicable income taxes with respect to any earnings of the
Assumed Grantor Trust established under Article I with respect to Pre-409A Benefits, and any income taxes as a result of Mondelēz’s payment
of the Employee’s taxes under this Article II. The Employee, the Employee’s Spouse or Plan Beneficiary, if any, direct Mondelēz (a) to deduct
federal, state, local and other applicable income and employment taxes with respect to any such payment and to remit such taxes to the
appropriate authorities and (b) to pay the remainder of such amount to the Employee (or, in the event of the Employee’s death, to the
Employee’s Spouse) in cash. To the extent that Mondelēz does not make payments sufficient (using the tax assumptions set forth in Exhibit A)
to pay such taxes, it shall be assumed in calculating the Offset Amount in Section 2.1(b) that assets have been distributed from the Assumed
Grantor Trust to pay such taxes.
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remain payable in the manner contemplated by such order. The Funding Payment contemplated by this Agreement shall be
computed by excluding any amounts payable under the Assumed Grantor Trusts to any person other than the Employee
pursuant to such order, and no portion of the Offset Amount shall reduce or otherwise affect the payment of amounts pursuant
to such order.