Mondelez 2012 Annual Report Download - page 534

(d) The appointment of a Successor Trustee shall be effective when accepted in writing by the new Trustee. Each Successor Trustee shall
have the powers and duties conferred upon the Trustee in this Agreement, and the term “Trustee” as used in this Agreement shall be deemed to
include any Successor Trustee. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the Successor
Trustee to evidence the transfer.
(e) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets,
subject to Sections 7 and 8. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee
from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the
time it becomes successor Trustee.
Section 12. Amendment, Termination and Revocation.
(a) Prior to a Change in Control, and except during a Potential Change in Control:
(1) The Company may revoke and terminate the Trust at any time, in its sole discretion, without the approval of any participant, upon
notice in writing to the Trustee. As soon as practicable following the Trustee’s receipt of such notice, the Trustee shall settle its final
accounts in accordance with Section 7 and, after the receipt of any unpaid fees and expenses, shall distribute the balance of the Trust Fund
as directed by the Administrator.
(2) All or any part of the Trust Fund shall be recoverable by the Company (with or without revocation of the Trust), and the
participants shall have no right to any part of the Trust Fund.
(3) This Trust Agreement may be amended by a written instrument executed by Trustee and Company, provided that no such
amendment shall conflict with the terms of the Plan.
(b) After a Change in Control, and during a Potential Change in Control:
(1) Upon and after a Change in Control, the Trust shall be irrevocable, and shall be held for the exclusive purpose of providing the
benefits under the Plan to participants and their beneficiaries and defraying expenses of the Trust in accordance with the provisions of this
Trust Agreement. During the period in which the Trust is irrevocable in accordance with this Section 12, and subject to Sections 3 and 4,
no part of the income or corpus of the Trust Fund shall be recoverable by the Company.
(2) The Trust shall terminate after the Trustee shall have made all payments required by Section 4, and, after the Trustee’s final
accounts have been settled in accordance with Section 7 and after the receipt of any unpaid fees and expenses, the Trustee shall distribute
the balance of the Trust Fund as directed by the Company.
(3) This Trust Agreement may be amended by a written instrument executed by Trustee and Company, provided that no such
amendment adopted during a Potential Change in Control or on or after a Change in Control may reduce the level of funding
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