Mondelez 2012 Annual Report Download - page 528

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 only after
Trustee has determined that Company is not Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(a) and
subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to
Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any
payments made to Plan participants or their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of
discontinuance.
Section 4. Payments to Company.
Prior to a Change in Control and except during a Potential Change in Control, the Trustee shall make payments to the Company for any
reason as directed by the Administrator. Prior to and after a Change in Control, and during a Potential Change in Control, the Trustee shall make
payments to the Company as directed by the Administrator to reimburse the Company for benefits paid by the Company (or by an affiliate of the
Company other than this Trust) to Plan participants and which, in the absence of such payments by the Company, would be paid by the Trust.
Except as provided in the preceding sentence, and in Section 3, after the Trust has become irrevocable, Company shall have no right or power to
direct Trustee to return to Company or to divert to others any of the Trust assets before all payments of benefits have been made to Plan
participants and their beneficiaries pursuant to the terms of the Plan.
Section 5. Investment Authority.
(a) Subject to Section (d) below, the Trust may hold assets of any kind, including shares of any registered investment company, whether or
not the Trustee or any of its affiliates is an advisor to, or other service provider to, such investment company and receives compensation from
such investment company for the services provided (which compensation shall be in addition to the compensation of the Trustee under this
Trust.) The Company acknowledges that shares in any such investment company are not obligations of the Trustee or any other bank, are not
deposits and are not insured by the FDIC, the Federal Reserve or any other governmental agency. Notwithstanding the foregoing, in no event
may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by Company, other than a de minimis amount
held in common investment vehicles in which Trustee invests. All rights associated with assets of the Trust shall be exercised by Trustee or the
person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants, except that voting and dividend rights with
respect to Trust assets will be exercised by Company.
(b) All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be
exercisable by or rest with Plan participants, except that voting and dividend rights with respect to Trust assets will be exercised by Company.
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