Mondelez 2012 Annual Report Download - page 449

3.3 If at the Availability Date the Employee (or in the event of the Employee’s death, the Employee’s Spouse or Plan Beneficiary) wishes
to withdraw the Trust assets in cash he or she may direct the Trustee in writing to liquidate the Trust assets and distribute the proceeds on the
Availability Date. In the absence of such written direction, the assets in the Trust on the Availability Date shall be distributed to the Employee,
the Employee’s Spouse or Plan Beneficiary, as relevant, in kind to the extent feasible and otherwise in cash, except to the extent any new trust
agreement entered into between the Employee (or the Employee’s Spouse or Plan Beneficiary) and Fidelity Personal Trust Company, FSB, as
contemplated by Section I.(7) of the Grantor Trust Agreement otherwise provides.
3.4 Under no circumstances whatsoever shall Mondelē
z or the Administrator have any interest in, or be entitled to receive, any of the Trust
assets. Notwithstanding any provision of this Agreement, to the extent that any such assets are recovered by Mondelē
z (or any trustee, creditor or
other representative of Mondelēz or its estate) the Offset Amount will be calculated as if such assets had not been deposited in the Trust.
IV. Tax Payments With Respect to Trust Earnings
4.1 For the period while the Employee remains actively employed by Mondelēz, Mondelēz may make payments to the Employee or the
Employee’s Spouse or Plan Beneficiary to cover federal, state, local and other applicable income taxes with respect to any earnings of the Trust
with respect to benefits which accrued prior to, and are not subject to, section 409A of the Code (“Pre-409A Benefits”), and any income taxes as
a result of Mondelēz’s payment of the Employee’s taxes under this Article IV. 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 or Plan Beneficiary) in cash. To the extent that Mondelē
z does not make payments sufficient (using
the tax assumptions set forth in Exhibit B) to pay such taxes, Trust assets will be distributed to provide any additional amounts required for such
purpose.
V. Appointment of Mondelēz as Agent
5.1 The Employee appoints Mondelēz and such persons as may be designated to act on behalf of Mondelēz as his or her duly authorized
agent for the following purposes: (a) providing, in accordance with the duties of the “Administrator” as set forth in the form of Trust Agreement
attached as Exhibit A, information and direction to the trustee of the Trust; (b) removing the trustee and appointing a successor trustee of the
Trust; (c) examining the books and records of the Trust; (d) amending the Trust as to ministerial matters (and as to other matters, with the
consent of the Employee); and (e) terminating the Trust.
5.2 The Employee’s appointment of Mondelēz as his or her agent is based on the Employee’s special trust and confidence in Mondelē
z and
its management. In the event of a Change of Control (as defined in Section 9.5) of Mondelēz, the Employee (or, if applicable, the Employee’s
Spouse or Beneficiaries under the Trust Agreement) may remove Mondelēz (or its
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