Mondelez 2014 Annual Report Download - page 190

3.5. Potential Reduction in Payments for Certain Participants.
The Mondelēz Group will bear no responsibility for any Excise Tax payable on any Reduced Amount pursuant to a subsequent claim by
the Internal Revenue Service or otherwise. For purposes of determining the Reduced Amount under this Section 3.5(a), amounts otherwise
payable to the Participant under the Plan shall be reduced, to the extent necessary, in the following order: first, Separation Pay under
Section 3.3(b), then Accrued Obligations payable under Section 3.3(a), other than Annual Base Salary through the Date of Termination,
followed by outplacement services payable under Section 3.3(d), welfare benefits payable under Section 3.3(c), and, finally, perquisites
payable under Section 3.3(e). In the event that such reductions are not sufficient to reduce the aggregate Payments to the Participant to the
Reduced Amount, then Payments due the Participant under any other plan shall be reduced in the order determined by the Plan
Administrator in its sole discretion.
3.6. Payment Obligations Absolute. Upon a Change in Control and termination of employment under the circumstances described in Section 3.2
(a), the obligations of the Mondelēz Group to pay or provide the Separation Benefits shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right that the Mondelēz
Group may have against any Participant. In no event shall a Participant be obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to a Participant under any of the provisions of this Plan, nor shall the amount of any payment or value of any
benefits hereunder be reduced by any compensation or benefits earned by a Participant as a result of employment by another employer, except as
specifically provided under Section 3.3.
3.7. Non-Competition and Non-Solicitation. Upon a Change in Control and termination of employment under the circumstances described in
Section 3.2(a), the obligations of the Mondelēz Group to pay or provide the Separation Benefits are contingent on the
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(a) Anything in this Plan to the contrary notwithstanding, with respect to any Participant who is a citizen or resident of the United States, in
the event (1) a Change in Control occurs and (2) in connection with such Change in Control it shall be determined that any Payment would
be subject to the Excise Tax, then the aggregate Payments to the Participant will be the greater of (i) or (ii) below, after taking into account
the Excise Tax and the applicable income and employment taxes payable by the Participant:
(i)
The full amount of the Payments, or
(ii)
An amount (the
“
Reduced Amount
”
)
that is one dollar less than the smallest amount that would give rise to any Excise Tax.
(b) All determinations required to be made under this Section 3.5, including whether Reduced Amount is payable, and the assumptions to be
utilized in arriving at such determinations, shall be made by the Company’s independent auditors or such other nationally recognized
certified public accounting firm as may be designated by the Company and approved by the Participant (the “Accounting Firm”), which
shall provide detailed supporting calculations both to the Company and the Participant within 15 business days of the receipt of notice from
the Participant that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Mondelē
z Group and the
Participant.