Mondelez 2012 Annual Report Download - page 498

consolidation of the Employer with another company, and the Employer 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 the Employer; 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 the Employer
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
(including, without limitation, an entity which as a result of such transaction owns the Employer either directly or indirectly) in substantially the
same proportions relative to each other as their ownership, immediately prior to such transaction, of the outstanding voting securities of the
Employer; or (iv) the consummation of a plan of complete liquidation of the Employer or the sale or disposition of all or substantially all of the
Employer’s assets, other than a sale or disposition pursuant to which all or substantially all of the individuals or entities who are the beneficial
owners of the outstanding voting securities of the Employer 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 purchasing or acquiring the Employer’s assets in substantially the same proportions relative to each other as their
ownership, immediately prior to such transaction, of the outstanding voting securities of the Employer.
For avoidance of doubt, Kraft Foods Inc.’s Spin-Off of KFGI does not constitute a Change in Control for purposes of this Plan.
9.10 Supplemental Survivor Death Benefit
A supplemental survivor death benefit shall be paid to the Beneficiary of an eligible Participant who has satisfied the following
criteria prior to his death:
Notwithstanding any provision of this Plan or any other document to the contrary, the supplemental survivor death benefit payable pursuant to
this Subsection 9.10 shall be paid only if an insurance policy has been issued on the Participant’s life and such policy is in force at the time of
the Participant’s death and the Employer shall have no obligation with respect to the payment of the supplemental survivor death benefit, or to
maintain an insurance policy for any Participants.
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(a)
The Participant is eligible to participate in the Plan and, at the time of his death, had a current Account balance (regardless of whether
or not the Participant actually was making Compensation Deferrals at the time of his death);
(b)
The Participant was an active Employee with the Employer at the time of his death;
(c)
The Participant completed and submitted an insurance application to the Administrator; and
(d)
The Employer subsequently purchased an insurance policy on the life of the Participant, with a death benefit payable, which policy is
in effect at the time of the Participant
’
s death.