Mondelez 2012 Annual Report Download - page 497

Withdrawals of amounts under this subsection shall be paid to the Participant in a lump sum as soon as administratively feasible following
receipt of the appropriate forms and information required by and acceptable to the Administrator.
9.9 Distribution upon Change in Control
In the event of the occurrence of a Change in Control of the Employer or a member of the Employer’s controlled group (as designated by the
Employer in the Adoption Agreement, and to the extent certified by the Administrator that a Change in Control has occurred), distributions shall
be made to Participants to the extent elected by the Employer in the Adoption Agreement, in the form elected by the Participants as if a
Termination Date had occurred with respect to each Participant, or as otherwise specified by the Employer in the Adoption Agreement. The
Change in Control must relate to either: (i) the corporation for whom the Participant is performing services at the time of the Change in Control
event; (ii) the corporation that is liable for the payment from the Plan to the Participant (or all corporations so liable if more than one corporation
is liable), if the compensation provided hereunder is attributable to the performance of services for the corporation or there is a bona-fide
business purpose for such corporation to be liable for payment hereunder, other than the avoidance of Federal income tax; (iii) a corporation that
is a majority shareholder of a corporation described in (i) or (ii) above; or (iv) any corporation in a chain of corporations in which each such
corporation is a majority shareholder of another corporation in the chain, ending in a corporation described in (i) or (ii) above, as elected by the
Employer in the Adoption Agreement. A “majority shareholder” for these purposes is a shareholder owning more than 50% of the total fair
market value and total voting power of such corporation. The attribution rules described in section 318(a) of the Code and Treasury Regulations
§1.409A-3(i)(5)(iii) apply to determine stock ownership for purposes of this Section 9.9. If plan payments are made on account of a Change in
Control and are calculated by reference to the value of the Employer’s stock, such payments shall be completed not later than 5 years after the
Change in Control event. To the extent designated by the Employer in the Adoption Agreement, the Change in Control shall occur upon: (i) the
acquisition of 20% or more of the outstanding voting securities of the Employer by another entity or group; excluding, however, the following:
(1) any acquisition by the Employer or any of its affiliates; (2) any acquisition by an employee benefit plan or related trust sponsored or
maintained by the Employer or any of its affiliates; or (3) any acquisition pursuant to a merger or consolidation described in clause (iii) of this
definition; (ii) 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; (iii) the consummation of a merger or
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(a) Medical expenses resulting from a sudden unexpected illness or accident incurred by the Participant, his Spouse, his Beneficiary, or
his dependents (as defined in Code Section 152(a) without regard to section 152(b)(1), (b)(2), and (d)(1)(B));
(b)
Uninsured casualty loss pertaining to property owned by the Participant.
(c) Other similar extraordinary and unforeseeable circumstances involving an uninsured loss arising from an event beyond the control of
the Participant.