Mondelez 2012 Annual Report Download - page 533

upon ninety (90) days written notice to the Trustee and acceptance of the Trust by a Successor Trustee that satisfies the requirements of
Section 11 (c). Subject to the provisions of this Section 10, the removal of the Trustee shall become effective, however, only upon the occurrence
of all of the following events:
(1) the appointment by the Company of a Successor Trustee; and
(2) the acceptance of the Trust by the Successor Trustee that satisfies the requirements of Section 11; and
(3) the delivery of the Trust assets to the Successor Trustee.
(d) Upon designation or appointment of a Successor Trustee, the Trustee shall transfer and deliver the assets of the Trust to the Successor
Trustee, reserving such reasonable sums as the Trustee shall deem necessary to defray its expenses in settling its accounts, to pay any of its
compensation due and unpaid and to discharge any obligation of the Trust for which the Trustee may be liable. If the sums so reserved are not
sufficient for these purposes, the Trustee shall be entitled to recover the amount of any deficiency from either the Company or the Successor
Trustee, or both. When the Trust shall have been transferred and delivered to the Successor Trustee and the accounts of the Trustee have been
provided pursuant to Section 7, the Trustee shall be released and discharged from all further accountability or liability for the Trust and shall not
be responsible in any way for the further disposition of the Trust or any part thereof.
Section 11. Appointment of Successor.
(a) If the Trustee resigns in accordance with Section 10, and such resignation is to be effective on or after a Change in Control or during a
Potential Change in Control, the Company will use best efforts to appoint a Successor Trustee that satisfies the requirements of Section 11(c). If,
following the resignation of the Trustee that is to be effective on or after a Change in Control or during a Potential Change in Control, the
Company is unable to appoint a Trustee that satisfies the requirements of Section 11 (c), the Company shall appoint a bank or trust company that
does not satisfy the requirements of Section 11(c) and/or (2) shall appoint itself, an affiliate of the Company, or a committee comprised of one or
more officers of the Company and/or affiliates of the Company as Trustee; provided that after the appointment of a Trustee that does not satisfy
the requirements of Section 11 (c), the Company shall continue to use its best efforts to appoint a bank that satisfies the requirements of
Section 11(c).
(b) If Trustee resigns or is removed, and such resignation or removal is to be effective before a Change in Control, and will not become
effective during a Potential Change in Control, Company may appoint any third party, such as a bank trust department or other party that may be
granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal.
(c) Any Successor Trustee appointed on or after a Change in Control and during a Potential Change in Control shall be either a bank or a
trust company that is qualified and authorized to do trust business under state law and shall, at the time of such appointment, have total assets of
at least $10,000,000 and a credit rating from Moody’s of A or better.
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