Mondelez 2012 Annual Report Download - page 443

Kraft Foods Inc. (“KFI”), parent company to KFGI, has announced that it intends to distribute to its shareholders all shares of Kraft Foods
Group, Inc. The date that the shares of Kraft Foods Group, Inc. are distributed to shareholders of KFI (the “Spin Date” and also the “Effective
Date” of this Agreement), KFI will change its name to Mondelēz International, Inc. Mondelēz, a subsidiary of Mondelēz International, Inc., will
sponsor each employee benefit plan for U.S. employees of Mondelēz and its affiliates.
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 and the Bifurcation 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 and the Bifurcation
Agreement.
In consideration of their mutual undertakings, Mondelēz, the Employee, and the Employee’s Spouse agree as follows:
I. Establishment and Maintenance of Grantor Trust
1.1 The Employee agrees to establish and maintain a grantor trust (the “Trust”) in the form attached hereto as Exhibit A for the purpose of
receiving and holding the cash deposits made pursuant to this Agreement and any interest or other earnings on the outstanding balances in the
Trust.
1.2 The Employee and the Employee’s Spouse, if any, agree that they will not directly contribute any additional funds to the Trust. The
Employee and the Employee’s Spouse also understand that assets held in the Trust will be available for distribution or withdrawal only (a) after
the Employee’s retirement, death or other termination of employment with Mondelēz (which may include termination by reason of long-term
disability), (b) in certain circumstances where there has been a transfer of the Employee’s employment with Mondelēz to a foreign jurisdiction
resulting in a termination of the Trust, (c) in other limited circumstances permitted under the Employee Grantor Trust Agreement (Exhibit A),
and (d) to the extent that Trust withdrawals are necessary to pay taxes on Trust earnings or cash deposits.
1.3 The Employee and the Employee’s Spouse, if any, understand that, under the terms of the Employee Grantor Trust Agreement, the
Trustee intends to exercise its investment discretion in a manner consistent with the purpose of the Trust specified in Section I.(3) of the Trust
Agreement and acknowledge that they have been informed that the Trustee currently intends to invest the Trust assets in one or more of the
Fidelity Freedom Funds in the manner set forth in Item 3 of Schedule A of the Employee Grantor Trust Agreement attached as Exhibit A, but
that the Trustee retains discretion to change the assets in which the Trust will be invested.
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