Mondelez 2012 Annual Report Download - page 524

Exhibit 10.19
MONDELĒZ GLOBAL LLC
DEFERRED COMPENSATION PLAN
TRUST DOCUMENT
This Agreement made this 18 day of September, 2012, by and between MONDELēZ GLOBAL LLC (hereinafter referred to as the
“Company”), a Delaware Limited Liability Company and Wilmington Trust Retirement and Institutional Services Company, a Delaware
corporation, as trustee (hereinafter referred to as the “Trustee”);
WHEREAS, Kraft Foods Inc. (“KFI”), parent company to Kraft Foods Group, Inc. (“KFGI”), has announced that it intends to distribute to
its shareholders all shares of KFGI and to change its name to Mondelēz International, Inc. as of the date that the shares of KFGI are so
distributed to shareholders of KFI (the “Spin Date” and also the “Effective Date” of this Agreement);
WHEREAS, as of the Spin Date Company will be a subsidiary of Mondelēz International, Inc. and will sponsor each employee benefit
plan for U.S. employees of Company and its affiliates;
WHEREAS, pursuant to the Employee Matters Agreement entered into between KFI and KFGI in connection with the distribution of
shares, effective as of the Spin Date, Company is required to establish one or more nonqualified employee benefit plans to assume the liabilities
of all benefits accrued or earned as of the Spin Date under the Kraft Foods Group, Inc. Deferred Compensation Plan (“Kraft Plan”) by each
KFGI employee to be transferred to Company as of the Spin Date (“Company Employee”);
WHEREAS, KFGI has authorized the spin off from the Kraft Foods Group, Inc. Deferred Compensation Plan Trust (“Kraft Trust”) of that
portion of Kraft Trust assets which are intended to satisfy liabilities under the Kraft Plan with respect to Company Employees;
WHEREAS, Company has adopted, effective as of the Spin Date, the Mondelēz Global LLC Executive Deferred Compensation Plan, a
nonqualified deferred compensation plan (hereinafter referred to as the “Plan”);
WHEREAS, Company expects to incur liability under the terms of the Plan with respect to the individuals participating in the Plan;
WHEREAS, Company wishes to establish a trust (hereinafter called “Trust”)
and to contribute to the Trust assets, including the assets spun
off from the Kraft Trust for Company Employees, that shall be held therein, subject to the claims of Company’s creditors in the event of
Company’s Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in
the Plan;
WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the
Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly
compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended; and
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