Mondelez 2012 Annual Report Download - page 532

Section 9. Compensation and Expenses of Trustee.
(a) Company shall pay all administrative and Trustee’s fees and expenses on a monthly basis. If not so paid, the Trustee shall be entitled to
deduct such fees and expenses from the Trust.
(b) Company shall indemnify and hold Trustee harmless from and against any and all losses, costs, damages and expenses (including
attorney’s fees and disbursements) of any kind or nature (collectively, “Losses”) imposed on or incurred by Trustee by reason of its service
pursuant to this Trust Agreement, including any Losses arising out of any threatened, pending or completed claim, action, suit or proceeding,
except to the extent such Losses are caused by the gross negligence, willful misconduct or bad faith of Trustee. To the extent not paid by
Company, Trustee shall be entitled to deduct such amounts from the Trust.
(c) The provisions of this Section 9 shall survive termination of this Trust Agreement.
Section 10. Resignation and Removal of Trustee.
(a) The Trustee may resign at any time, other than during a Potential Change of Control Period or on or after a Change of Control, upon
sixty (60) days’ written notice to the Company or such shorter period as is acceptable to the Company (hereinafter referred to as the “
Resignation
Period”)
and immediately after the Resignation Period shall have no further duties hereunder. Promptly after receipt of such notice, the Company
shall appoint a Successor Trustee, and such trustee to become trustee under this Agreement upon its acceptance of this Trust.
(b) During a Potential Change of Control Period or for a period of two (2) years after a Change of Control, the Trustee may resign only
under one of the following circumstances:
(1) The Trustee determines the existence of a conflict of interest which prevents the Trustee from properly performing its duties
hereunder. The Trustee agrees to use its best efforts to avoid any such conflict.
(2) The Trustee has exhausted all of its legal remedies and has been unsuccessful in such litigation to require the Company to remit to
the Trustee such amounts as are billed pursuant to Section 9 and/or the assets of the Trust have been exhausted. In such event, the Trustee
shall have the right to resign immediately as Trustee, and immediately upon such resignation shall have no further duties hereunder.
(3) The Trustee has made a good faith determination that all liabilities to participants and beneficiaries under the Plan, whether
present or deferred, fixed or contingent, have been satisfied in full.
(c) The Company may remove the Trustee upon thirty (30) days written notice to the Trustee, or upon shorter notice if acceptable to the
Trustee; provided that if the removal is on or after a Change of Control, and during a Potential Change of Control, such removal may occur only
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