Mondelez 2012 Annual Report Download - page 536

(A) any acquisition by the Company or any of its Affiliates;
(B) any acquisition by an employee benefit plan or related trust sponsored or maintained by the Company or any of its
Affiliates; or
(C) any acquisition pursuant to a merger or consolidation described in clause (3) of this definition.
For purposes of the definition of Change in Control, an “Affiliate” is any entity controlled by, controlling or under common control with
the Company.
(2) During any consecutive 24 month period, persons who constitute the Board at the beginning of such period cease to constitute at
least 50% of the Board; provided that each new Board member who is approved by a majority of the directors who began such 24 month
period shall be deemed to have been a member of the Board at the beginning of such 24 month period;
(3) The consummation of a merger or consolidation of the Company with another company, and the Company is not the surviving
company; or, if after such transaction, the other entity owns, directly or indirectly, 50% or more of the outstanding voting securities of the
Company; excluding, however, a transaction pursuant to which all or substantially all of the individuals or entities who are the beneficial
owners of the outstanding voting securities of the Company immediately prior to such transaction will beneficially own, directly or
indirectly, more than 50% of the combined voting power of the outstanding securities entitled to vote generally in the election of directors
(or similar persons) of the entity resulting from such transaction (including, without limitation, an entity which as a result of such
transaction owns the Company either directly or indirectly) in substantially the same proportions relative to each other as their ownership,
immediately prior to such transaction, of the outstanding voting securities of the Company; or
(4) The consummation of a plan of complete liquidation of the Company or the sale or disposition of all or substantially all of the
Company’s assets, other than a sale or disposition pursuant to which all or substantially all of the individuals or entities who are the
beneficial owners of the outstanding voting securities of the Company immediately prior to such transaction will beneficially own, directly
or indirectly, more than 50% of the combined voting power of the outstanding securities entitled to vote generally in the election of
directors (or similar persons) of the entity purchasing or acquiring the Company’s assets in substantially the same proportions relative to
each other as their ownership, immediately prior to such transaction, of the outstanding voting securities of the Company.
For avoidance of doubt, the separation of the Company from KFGI shall not be considered a Change in Control.
The Board as constituted immediately prior to the consummation of a Change of Control and the Chief Executive Officer of Company shall have
the duty to inform Trustee in writing of the occurrence of a Change of Control. Trustee may rely exclusively on this writing and shall have no
duty to inquire whether a Change of Control has taken place or to make any determination as to whether a Change of Control has occurred.
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