Mondelez 2012 Annual Report Download - page 452

10.2 This Agreement shall be binding upon and inure to the benefit of KFGI, Mondelēz, their successors and assigns, the Employee, the
Employee’s Spouse, the Employee’s Plan Beneficiary and the Employee’s Beneficiary(ies) under the Trust Agreement, and their heirs,
executors, other successors in interest, administrators, and legal representatives.
10.3 The validity and interpretation of this Agreement shall be governed by the laws of the State of Illinois.
10.4 The Employee’s Plan Beneficiary shall be the person or persons the Employee has designated to receive benefits following the
Employee’s death under any defined contribution portion of a Mondelēz Supplemental Plan or as otherwise provided in Sections 3.1(g) or 6.1,
and the Employee’
s Beneficiary(ies) with respect to the Trust shall be determined in accordance with the terms of the trust agreement pursuant to
which the Trust is maintained.
10.5 Change of Control . For the purpose of this Agreement, a “Change of Control” shall mean the occurrence of any of the following
events:
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(a) Acquisition of 20% or more of the outstanding voting securities of Mondelēz by another entity or group; excluding, however,
the following:
(1)
any acquisition by Mondel
ē
z or any of its Affiliates;
(2) any acquisition by an employee benefit plan or related trust sponsored or maintained by Mondelēz or any of its
Affiliates; or
(3)
any acquisition pursuant to a merger or consolidation described in clause (c) of this definition.
(b)
During any consecutive 24 month period, persons who constitute the Board at the beginning of such period cease to constitute
at least 50% of the Board; provided that each new Board member who is approved by a majority of the directors who began
such 24 month period shall be deemed to have been a member of the Board at the beginning of such 24 month period;
(c) The consummation of a merger or consolidation of Mondelēz with another Mondelēz, and Mondelēz is not the surviving
company; or, if after such transaction, the other entity owns, directly or indirectly, 50% or more of the outstanding voting
securities of Mondelēz; excluding, however, a transaction pursuant to which all or substantially all of the individuals or
entities who are the beneficial owners of the outstanding voting securities of Mondelēz 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 resulting from such transaction