Mondelez 2012 Annual Report Download - page 527

(e) An “Administrator” selected by the Company shall have the authority as set forth in this Trust Agreement, and the Secretary or any
Assistant Secretary of the Company will promptly deliver a certificate to the Trustee with respect to the Administrator (or every member thereof
if the Administrator consists of more than one person) and any changes thereto. The Administrator may allocate all or any portion of its
responsibilities and powers to anyone or more of its members and may delegate all or any part of its responsibilities and powers to any person or
persons selected by it. Any such allocation or delegation shall be indicated in the certificate delivered to the Trustee by the Secretary or Assistant
Secretary of the Company, and may be revoked by the Administrator at any time. The Trustee shall be entitled to rely on the identity of the
Administrator and the persons authorized to act on its behalf until it receives written notice to the contrary.
(f) Confirmation of the fact and date of any payment made by Trustee hereunder shall be reflected on Trustee’s periodic account
statements.
Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent.
(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. Company shall be
considered “Insolvent” for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is
subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in Section 1(d), the principal and income of the Trust shall be subject to
claims of general creditors of Company under federal and state law as set forth below.
(1) The Board of Directors of the Company (the “Board”) and the Chief Executive Officer of Company shall have the duty to inform
Trustee in writing of Company’s Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company
has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue
payment of benefits to Plan participants or their beneficiaries.
(2) Unless Trustee has actual knowledge of Company’s Insolvency, or has received notice from Company or a person claiming to be
a creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all
events rely on such evidence concerning Company’s solvency as may be furnished to Trustee and that provides Trustee with a reasonable
basis for making a determination concerning Company’s solvency.
(3) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Plan participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of Company’s general creditors. Nothing in this Trust Agreement shall in
any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to
benefits due under the Plan or otherwise.
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