Mondelez 2012 Annual Report Download - page 520

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14
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28.
“
Change in Control
”
–
Dates of Distribution.
Distributions upon a Change in Control shall occur upon
[select all that apply
–
see
Subsection 9.9 of the Plan document for more details]:
]
 The consummation of a merger or consolidation of Mondelēz International, Inc. and another company, and Mondelēz International,
Inc. 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 International, Inc.; 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 International, Inc.
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 Mondelēz International, Inc. 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 Mondel
ē
z International, Inc.
 The consummation of a plan of complete liquidation of Mondelēz International, Inc. or the sale or disposition of all or substantially
all of the Mondelēz International, Inc. 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 Mondelēz International, Inc.
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 Mondelēz International, Inc. assets in substantially the same proportions relative to each other as their ownership,
immediately prior to such transaction, of the outstanding voting securities of Mondel
ē
z International, Inc.
 The date that a person or group acquires ownership of 20% or more of the outstanding voting securities of Mondelēz International,
Inc. excluding, however, the following: (a) any acquisitions by Mondelēz International, Inc. or any of it affiliates; (b) any acquisition
by an employee benefit plan or related trust sponsored or maintained by Mondelēz International, Inc. or its affiliates; (c) any
acquisition or merger described in this item 28.
 During any consecutive 24 month period, persons who constitute the board of directors at Mondelēz International, Inc. at the
beginning of such period cease to constitute at least 50% of the board of directors at Mondelēz International, Inc.; provided that each
new member of the board who is approved by a majority of directors who began such 24 month period shall be deemed to have seen
a member of the Board at the beginning of such 24 month period.