Mondelez 2012 Annual Report Download - page 537

(h) For purposes of this Trust, a “Potential Change in Control” shall exist during any period in which the circumstances described in
Sections (I), (2), or (3) below, exist (provided, however, that a Potential Change in Control shall cease to exist not later than the occurrence of a
Change in Control):
(1) The Company or any successor or assign thereof enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control; provided that a Potential Change in Control described in this Section (I) shall cease to exist upon the
expiration or other termination of all such agreements.
(2) Any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated
would constitute a Change in Control; provided that a Potential Change in Control described in this Section (2) shall cease to exist upon the
withdrawal of such intention, or upon a reasonable determination by the Board that there is no reasonable chance that such actions would
be consummated.
(3) The Board adopts a resolution to the effect that, for purposes of this Trust, a Potential Change in Control exists; provided that a
Potential Change in Control described in this Section (3) shall cease to exist upon a reasonable determination by the Board that the reasons
that gave rise to the resolution providing for the existence of a Potential Change in Control have expired or no longer exist.
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