Mondelez 2014 Annual Report Download - page 188

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another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.
Notwithstanding the foregoing, the reimbursement of COBRA coverage can be provided, at the Company
’
s sole discretion, in the form of a
lump sum taxable severance payment in lieu of a COBRA subsidy if the COBRA subsidy is found to be discriminatory pursuant to
applicable guidance. The period of continuation of any group medical plan coverage under Section 4980B of the Code (the “COBRA
Period”) shall run concurrently during the period for which medical coverage is provided to the Participant pursuant to this Section 3.3(c).
The provision of medical coverage made during the COBRA Period is intended to qualify for the exception to deferred compensation as a
medical benefit provided in accordance with the provisions of Section 409A of the Code and Treasury Regulation §1.409A-1(b)(9)(v)(B).
Any reimbursements required to be made to a Participant under any arrangement pursuant to this Section 3.3(c) that is not described in the
preceding sentence or is not excepted from Section 409A of the Code under Treasury Regulation § 1.409A-1(a)(5) shall be made to the
Participant no later than the end of the Participant’s second taxable year following the date the expense being reimbursed was incurred.
The maximum amount of any such welfare benefits provided to a Participant under this provision in any calendar year shall not be
increased or decreased to reflect the amount of such welfare benefits provided to such Participant under this provision in a prior or
subsequent calendar year. For purposes of determining the Participant’s eligibility for retiree benefits pursuant to such welfare plans,
practices, programs and policies, the Participant shall be considered to have remained employed until two years (or in the case of a
Participant who served as Chairman and/or Chief Executive Officer immediately prior to the Change in Control, three years) after the Date
of Termination; provided, however, that the Participant’s commencement of such retiree benefits shall not be any sooner than the date on
which the Participant attains 55 years of age and provided, further, that the Participant’s costs under any such retiree benefits plans,
practices, programs or policies shall be based upon actual service with the Mondel
ē
z Group.
(d) The Employer shall, at its sole expense, provide the Participant with outplacement services through the provider of the Company’s choice,
the scope of which shall be chosen by the Participant in his or her sole discretion within the terms and conditions of the Company’s
outplacement services policy as in effect immediately prior to the Change in Control, but in no event shall such outplacement services
continue for more than two years after the calendar year in which the Participant terminates employment.
(e) The Employer shall, for two years after the Participant’s Date of Termination (or in the case of a Participant who served as Chairman
and/or Chief Executive Officer immediately prior to the Change in Control, three years), or after the Change in Control, if later, or such
longer period as may be provided by the terms of the appropriate perquisite, continue to provide the perquisites at least equal to those that
the Employer would have provided to the Participant in accordance with the perquisites in effect immediately prior to the Change in
Control; provided,