EX-10.10



 Exhibit 10.10 
 MONDELĒZ GLOBAL LLC 
 SUPPLEMENTAL BENEFITS PLAN I

 (Effective as of September 1, 2012) 







 CERTIFICATE OF ADOPTION 

By virtue and in exercise of the authority reserved to the Management Committee for Employee Benefits of Kraft Foods Group, Inc. (the
“Committee”), and pursuant to the authority delegated by the Committee to the Vice President Human Resources, Benefits, the Mondelēz Global LLC Supplemental Benefits Plan I is hereby adopted, effective as of September 1, 2012, in
the form set forth herein. 
 IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 27th day of September, 2012. 

 

	
	
	/s/ Jill K. Youman
	Jill K. Youman
	Vice President Human Resources, Benefits









 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 SECTION 1
	  		  	 	1	  
			
	 1.1
	  	History, Purpose and Effective Date	  	 	1	  
	 1.2
	  	Separate Programs	  	 	2	  
	 1.3
	  	Employers and Related Companies	  	 	2	  
	 1.4
	  	Plan Administration; Plan Year	  	 	2	  
	 1.5
	  	Source of Benefits	  	 	2	  
	 1.6
	  	Indemnification and Exculpation	  	 	3	  
	 1.7
	  	Applicable Laws	  	 	3	  
	 1.8
	  	Gender and Number	  	 	3	  
	 1.9
	  	Action by Employers	  	 	3	  
	 1.10
	  	Severability of Plan Provisions	  	 	3	  
	 1.11
	  	Notices	  	 	3	  
	 1.12
	  	Defined Terms	  	 	3	  
	 1.13
	  	Plan Supplements	  	 	3	  
	 1.14
	  	IRS Annual Compensation Limit	  	 	4	  
			
	 SECTION 2
	  		  	 	4	  
			
	 2.1
	  	Participation	  	 	4	  
	 2.2
	  	Plan Not Contract of Employment	  	 	4	  
	 2.3
	  	Continued Participation	  	 	4	  
			
	 SECTION 3
	  		  	 	4	  
			
	 3.1
	  	Eligibility for Supplemental Thrift Plan Benefits	  	 	4	  
	 3.2
	  	Accounts	  	 	4	  
	 3.3
	  	Participant Deferrals	  	 	5	  
	 3.4
	  	Special Rule for First Year of Eligibility	  	 	6	  
	 3.5
	  	Matching Contribution Credits	  	 	7	  
	 3.6
	  	Supplemental Basic Contributions	  	 	7	  
	 3.7
	  	Earnings Equivalents	  	 	7	  
			
	 SECTION 4
	  		  	 	8	  
			
	 4.1
	  	Eligibility for Supplemental Retirement Plan Benefits	  	 	8	  
	 4.2
	  	Amount of Supplemental Retirement Plan Benefits	  	 	8	  


  
 i 









							
	 4.3
	  	Grandfathered Amount Under Code Section 409A	  	 	9	  
	 4.4
	  	Benefit Calculation Date and Lump Sum Present Value of Benefits	  	 	10	  
	 4.5
	  	Supplemental Salary Continuation Benefit	  	 	11	  
	 4.6
	  	Supplemental Disability Benefit	  	 	11	  
			
	 SECTION 5
	  		  	 	12	  
			
	 5.1
	  	Vesting	  	 	12	  
	 5.2
	  	Payment of Supplemental Thrift Plan Benefits to Participants	  	 	12	  
	 5.3
	  	Payment of Supplemental Retirement Benefits to Participants	  	 	13	  
	 5.4
	  	Delay in Payment for Specified Employees under Code Section 409A	  	 	13	  
	 5.5
	  	Payment of Supplemental Thrift Plan Benefits to Beneficiaries	  	 	14	  
	 5.6
	  	Payment of Supplemental Retirement Benefits to a Beneficiary	  	 	14	  
	 5.7
	  	Beneficiary	  	 	15	  
	 5.8
	  	Separation from Service	  	 	15	  
	 5.9
	  	Facility of Payment	  	 	16	  
	 5.10
	  	Benefits May Not Be Assigned or Alienated	  	 	16	  
	 5.11
	  	Tax Liability	  	 	16	  
	 5.12
	  	Committee Discretion to Accelerate	  	 	16	  
	 5.13
	  	Applicability of Qualified Plan Provisions	  	 	16	  
			
	 SECTION 6
	  		  	 	17	  
			
	 6.1
	  	Committee Membership and Authority	  	 	17	  
	 6.2
	  	Allocation and Delegation of Committee Responsibilities and Powers	  	 	17	  
	 6.3
	  	Information to be Furnished to Committee	  	 	18	  
	 6.4
	  	Committee’s Decision Final	  	 	18	  
			
	 SECTION 7
	  		  	 	18	  
			
	 7.1
	  	Amendment and Termination	  	 	18	  
	 7.2
	  	Merger	  	 	18	  
	 7.3
	  	Rights Not Limited by Section 409A	  	 	18	  
			
	 SECTION 8
	  		  	 	19	  
			
	 8.1
	  	Definition	  	 	19	  
	 8.2
	  	Effect of Change of Control	  	 	20	  
		
	 APPENDIX A
	  	 	Appendix A-1	  
		
	 SUPPLEMENT A
	  	 	Supplement A-1	  


  
 ii 









 MONDELĒZ GLOBAL LLC 

SUPPLEMENTAL BENEFITS PLAN I 
 (Effective as of September 1, 2012) 
 SECTION 1 

General 

1.1 History, Purpose and Effective Date. Kraft Foods, Inc. (later known as Kraft Foods North America, Inc. and, effective March 19,
2004, as Kraft Foods Global, Inc.), a Delaware corporation (effective March 16, 2012, converted to Kraft Foods Group, Inc., a Virginia corporation) (“KFGI”), previously established the Kraft Foods, Inc. Supplemental Benefits
Plan (the “Original Plan”). Effective as of January 1, 1996, the Original Plan was amended and restated and continued in the form of two plans: the portion of the Original Plan that provided benefits which constitute retirement
income from a plan, program or arrangement described in section 114(b)(1)(1)(ii) of chapter 4 of title 4, United States Code, was amended and restated and continued in the form of the Kraft Foods, Inc. Supplemental Benefits Plan I (known
(i) effective December 31, 2002, as the Kraft Foods North America, Inc. Supplemental Benefits Plan I, (ii) effective March 19, 2004, as the Kraft Foods Global, Inc. Supplemental Benefits Plan I, and (iii) effective
March 16, 2012, as the Kraft Foods Group, Inc. Supplemental Benefits Plan I) (the “Kraft Plan”); and the remainder of the Original Plan was amended and restated and continued in the form of Kraft Foods, Inc. Supplemental
Benefits Plan II (known as (i) effective December 31, 2002, as the Kraft Foods North America, Inc. Supplemental Benefits Plan II, (ii) effective March 19, 2004 as the Kraft Foods Global, Inc. Supplemental Benefits Plan II, and
(iii) effective March 16, 2012, as the Kraft Foods Group Inc. Supplemental Benefits Plan II); and the Kraft Plan was further amended and restated from time to time thereafter. 

Kraft Foods Inc. (“Kraft Foods”) intends to distribute to its shareholders its entire interest in KFGI, its subsidiary.
On the effective date of this distribution (the “Spin Date”), Kraft Foods will change its name to Mondelēz International, Inc. (“Mondelēz International”). Effective as of September 1, 2012 (the
“Effective Date”), KFGI hereby establishes the Mondelēz Global LLC Supplemental Benefits Plan I (the “Mondelēz Global Plan”) for the benefit of participants in the Kraft Plan who (1) will become
employed by Mondelēz International’s subsidiary, Mondelēz Global LLC (“Mondelēz Global”), or a Related Company as of the close of business on the Spin Date (including any employee whose employment transfers from
KFGI or an affiliate of KFGI to Mondelēz Global or a Related Company within 90 days after the Spin Date pursuant to that certain Employee Matters Agreement between Kraft Foods and KFGI) (“Transferred Employees”), or
(2) were employed by Cadbury Limited or an affiliate of Cadbury Limited prior to the acquisition by Kraft Foods of the outstanding ordinary shares of Cadbury Limited, will have terminated employment with Kraft Foods and all Related Companies
(or the predecessors thereof, including Cadbury Limited and its affiliates) prior to the close of business on the Spin Date and have not received payment of their entire supplemental Thrift Plan benefit and/or supplemental retirement benefit under
the Kraft Plan (“Former Cadbury Employees”). Effective as of the Spin Date, the liabilities with respect to the supplemental Thrift Plan benefits under Section 3 of the Kraft Plan and supplemental retirement benefits under
Section 4 of the Kraft Plan of such Transferred Employees and Former Cadbury 

  
 1 








 
Employees will be assumed by Mondelēz Global under the Mondelēz Global Plan, the terms and conditions of which are substantially identical to the Kraft Plan. The Mondelēz Global
Plan is not intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or to be subject to Parts 2, 3 or 4 of Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). Effective as of the Spin Date, Mondelēz Global will replace KFGI as sponsor of the Plan. The term “Company” shall refer to KFGI prior to the Spin Date and to Mondelēz Global on and after the
Spin Date. References herein to the “Plan” shall mean the Kraft Plan for periods prior to the Spin Date and this Mondelēz Global Plan for periods on and after the Spin Date. 

1.2 Separate Programs. For purposes of applying section 72 of the Code, the Plan consists of a separate program of interrelated
contributions and benefits that constitutes a defined contribution arrangement and a separate program of interrelated contributions and benefits that constitutes a defined benefit arrangement. Section 3 describes the eligibility conditions and
benefit amounts available under the separate program that constitutes a defined contribution arrangement. Section 4 describes the eligibility conditions and benefit amounts available under the separate program that constitutes a defined benefit
arrangement. The two programs shall each constitute a separate contract for purposes of section 72 of the Code. 
 1.3
Employers and Related Companies. The Company and any Related Company (as defined below) which, with the consent of the Company’s Management Committee for Employee Benefits (the “MCEB”), has adopted or hereafter adopts
the Plan are referred to below collectively as the “Employers” and individually as an “Employer”. Each Employer that is an Employer under the Plan immediately prior to the Effective Date shall continue as an
Employer on and after the Effective Date. The term “Related Company” means any corporation or trade or business during any period during which it is, along with the Company, a member of a controlled group of corporations or a
controlled group of trades or businesses as described in section 414(b) and 414(c), respectively, of the Code. 
 1.4 Plan
Administration; Plan Year. The Plan shall be administered by the Committee, as more fully described in Section 6. The “Plan Year” means (i) the period beginning on the Effective Date and ending on December 31,
2012, and (ii) each subsequent 12-consecutive-month period beginning on each January 1 and ending on the following December 31. 
 1.5 Source of Benefits. The amount of any benefit payable under the Plan will be paid in cash from the general assets of the Employers or from one or more trusts, the assets of which are subject to
the claims of the Employers’ general creditors. Such amounts payable shall be reflected on the accounting records of the Employers but shall not be construed to create, or require the creation of, a trust, custodial or escrow account. No
employee or other individual entitled to benefits under the Plan shall have any right, title or interest whatever in any assets of any Employer or to any investment reserves, accounts or funds that an Employer may purchase, establish or accumulate
to aid in providing the benefits under the Plan. Nothing contained in the Plan and no action taken pursuant to its provisions, shall create a trust or fiduciary relationship of any kind between an Employer and an employee or any other person.
Neither an employee nor the beneficiary of an employee shall acquire any interest greater than that of an unsecured creditor. 

  
 2 








 1.6 Indemnification and Exculpation. The members of the Committee, and its agents,
and the officers, directors, and employees of any Employer and its affiliates shall be indemnified and held harmless by the Employer against and from any and all loss, costs, liability, or expense that may be imposed upon or reasonably incurred by
them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts
paid by them in settlement (with the Employer’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provisions shall not be applicable to any person if the loss, costs,
liability, or expense is due to such person’s gross negligence or willful misconduct. 
 1.7 Applicable Laws. The
Plan shall be construed and administered in accordance with the internal laws of the State of Illinois to the extent that such laws are not preempted by the laws of the United States of America. 

1.8 Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall
include the plural and the plural shall include the singular. 
 1.9 Action by Employers. Any action required of or
permitted to be taken by the Company or by any other Employer shall be by its Board of Directors or by a committee or other person or persons authorized by its Board of Directors. 

1.10 Severability of Plan Provisions. In the event any provision of the Plan shall be held invalid or illegal for any reason, any
invalidity or illegality shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the invalid or illegal provision had never been inserted, and the Company shall have the right to correct and remedy such
questions of invalidity or illegality by amendment as provided in the Plan. 
 1.11 Notices. Any notice or document
required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee (or its delegate), in care of the Company, at its principal executive offices. Any notice
required under the Plan may be waived by the person entitled to notice. 
 1.12 Defined Terms. Terms used frequently with
the same meaning are indicated by initial capital letters, and are defined throughout the Plan. Appendix A contains an alphabetical listing of such terms and the locations in which they are defined. Unless the context clearly implies or indicates
the contrary, a word, term or phrase used in the Plan with an initial capital letter which is not otherwise defined in the Plan shall have the meaning used or defined in the Thrift Plan (as defined in Section 3) or the Retirement Plan (as
defined in Section 4), as applicable. 
 1.13 Plan Supplements. The provisions of the Plan as applied to any
Employer or any group of employees of any Employer may be modified or supplemented from time to time by the adoption of one or more Supplements. Each Supplement shall form a part of the Plan as of the Supplement’s effective date. Except as
otherwise determined by the Committee, in the event of any inconsistency between a Supplement and the Plan document, the terms of the Supplement shall govern. 

  
 3 








 1.14 IRS Annual Compensation Limit. The term “IRS Annual Compensation
Limit” means, with respect to any Plan Year, the limit on the annual compensation that may be taken into account under the Thrift Plan or the Retirement Plan for such year under Code section 401(a)(17). 

SECTION 2 

Participation 
 2.1 Participation. Each employee of an Employer who has met the eligibility and enrollment requirements set forth in subsections 3.1 or 4.1 of the Plan will become a “Participant”
in the Plan as of the date on which he meets such requirements. 
 2.2 Plan Not Contract of Employment. The Plan does not
constitute a contract of employment, and participation in the Plan will not give any employee the right to be retained in the employ of any Employer or any right or claim to any benefit under the Plan, unless such right or claim has specifically
accrued under the terms of the Plan. 
 2.3 Continued Participation. Once an eligible employee becomes a Participant in
the Plan, he shall remain a Participant for so long as he is entitled to a benefit under the Plan. 
 SECTION 3

 Supplemental Thrift Plan Benefits 
 3.1 Eligibility for Supplemental Thrift Plan Benefits. Subject to the conditions and limitations of the Plan, each Transferred Employee or Former Cadbury Employee who was a Participant in
Section 3 of the Kraft Plan (as defined therein) immediately prior to the Spin Date will continue to be a Participant in this Mondelēz Global Plan under this Section 3 on and after that date, and each other employee of an Employer who
was not such a Participant immediately prior to the Spin Date will be eligible to participate in the Plan under this Section 3: 
  

	 	(a)	for purposes of deferrals under subsection 3.3, on the first day upon which he is both eligible to participate in the Mondelēz Global LLC Thrift Plan (the
“Thrift Plan”) and is designated by the Committee as eligible to defer compensation under subsection 3.3; and 

  

	 	(b)	for purposes of the benefit described in subsection 3.6, on the first day upon which he is eligible for a supplemental basic contribution credit under the provisions of
subsection 3.6. 

 3.2 Accounts. The Committee shall maintain (or cause to be maintained) a bookkeeping
“Account” in the name of each Participant under this Section 3 to reflect such Participant’s supplemental Thrift Plan benefits under the Plan. Each Participant’s Account shall be credited with the following amounts:


  
 4 









	 	(a)	the amount of any compensation deferred by the Participant in accordance with the provisions of subsection 3.3 or 3.4; 


 

	 	(b)	the amount of any matching contribution credits to be credited to the Participant’s Account in accordance with subsection 3.5; 


 

	 	(c)	the amount of any supplemental basic contribution credits to be credited to the Participant’s Account in accordance with subsection 3.6; 


 

	 	(d)	the amount of any Earnings Equivalents to be credited to the Participant’s Account in accordance with subsection 3.7; 


 

	 	(e)	in the case of a Transferred Employee or Former Cadbury Employee, the amounts credited to such Participant’s Account under the Kraft Plan (as defined therein)
immediately prior to the Spin Date; and 

  

	 	(f)	the amounts credited to a Participant’s account under any other defined contribution type of nonqualified plan, program or arrangement which has been merged into
and continued in the form of the Plan (a “Prior Plan”). 

 Each Participant’s Account shall be charged with
any payments made in accordance with Section 5 below. The Committee shall separately account for amounts that were credited to the Participant’s Account under the Plan as of December 31, 2004, and were nonforfeitable as of such date,
which amounts shall be adjusted, with respect to the period after December 31, 2004, only for Earnings Equivalents and payments under Section 5 (such separate account being referred to hereinafter as the “Grandfathered
Account” or in the case of a Prior Plan, the “Prior Plan Grandfathered Account”). The portion of a Participant’s Account which is not a Grandfathered Account shall be referred to hereinafter as his
“Non-grandfathered Account.” 
 3.3 Participant Deferrals. Subject to such rules and procedures as the
Committee may from time to time impose, with respect to each Plan Year, a Participant may elect to defer receipt of a percentage of the Eligible Compensation in excess of the IRS Annual Compensation Limit which, but for his deferral election
hereunder, would be payable to the Participant in such Plan Year: 
  

	 	(a)	for services performed during such Plan Year; or 

  

	 	(b)	for services performed in the immediately preceding Plan Year but only to the extent that the portion of such Eligible Compensation which is attributable to services in
the prior year satisfies the requirements for performance-based compensation under Treas. Reg. §1.409A-1(e) and the Participant performs such services continuously from the later of the beginning of the performance period or the date that the
performance criteria are established through the date the Participant’s deferral election is made, and provided further that the deferral election is made before the compensation has become readily ascertainable (within the meaning of Treas.
Reg. §1.409A-2(a)(8)). 


  
 5 








 Subject to the following provisions of this subsection 3.3, any election in effect for a Participant under
subsection 3.3 of the Kraft Plan immediately prior to the Spin Date shall remain in effect under this subsection 3.3 on and after the Spin Date. Any other election under this subsection 3.3 for any Plan Year (i) shall be made during an annual
enrollment period established by the Committee which ends no later than June 30th of the immediately preceding Plan Year, (ii) shall specify the percentage of the Eligible Compensation in excess of the IRS Annual Compensation Limit that
the Participant wishes to defer (which percentage shall not exceed the maximum contribution percentage applicable to the Participant under the Thrift Plan on the date of the election), and (iii) is irrevocable after such June 30th. The
Account of a Participant shall be credited with the amounts deferred by the Participant under this subsection 3.3 as of the date on which the compensation would otherwise have been paid to the Participant. A Participant’s deferral election
under this subsection 3.3 shall be a continuing election so that a Participant will be deemed to have made the same election to defer (or not to defer) for each succeeding Plan Year unless and until the Participant files a new election for a Plan
Year during the applicable open enrollment period for such subsequent year. Any such deemed election with respect to any subsequent Plan Year is irrevocable after June 30th of the immediately preceding Plan Year. Pursuant to the foregoing, in
the event that a Participant’s Separation from Service occurs during the period that his deferral election or deemed election with respect to any Plan Year is irrevocable, and such Participant is reemployed by the Employer or a Related Company
during such period, such election shall automatically be reinstated on the date of such reemployment. 
 3.4 Special Rule for
First Year of Eligibility. Notwithstanding the provisions of subsection 3.3, in the case of the first year in which an employee becomes eligible to defer Eligible Compensation under subsection 3.3, the Participant’s deferral election may be
made within 30 days after the date the employee becomes eligible but only with respect to Eligible Compensation paid for services to be performed after such election, subject to the following: 

 

	 	(a)	If any such Eligible Compensation is earned based upon a specified performance period and the deferral election is made after the beginning of the performance period,
such election shall apply to no more than an amount equal to the total of such compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days
in the performance period. 

  

	 	(b)	 For purposes of this subsection 3.4, whether an employee is newly eligible to defer compensation under the Plan shall be determined by taking into
account the plan aggregation rules of Treas. Reg. §1.409A-1(c) pursuant to which an employee will not be treated as newly eligible if he is (or was) eligible to elect to defer compensation under any other nonqualified deferred compensation
account balance plan maintained by any Employer or Related Company. Notwithstanding the preceding sentence, if an employee has ceased being eligible to elect to defer compensation and subsequently again becomes eligible to elect to defer
compensation under this Section 3, (i) he may be treated as being newly eligible if he either (A) has not been eligible to defer compensation under this Section 3 or any aggregated plan at any time during the 24-month period
ending on the date on which he again becomes eligible to defer compensation under this Section 3, or (B) has previously received a distribution of all amounts deferred under this




  
 6 








 
Section 3 (including any Earnings Equivalents hereunder) and any aggregated plan (including any earnings thereunder) and on and before the date of the last payment thereof was not eligible
to elect to continue to defer compensation under this Section 3 or any aggregated plan, and (ii) if clause (i) of this sentence does not apply, he may only make an election under and in accordance with the provisions of
Section 3.3. 
 3.5 Matching Contribution Credits. If a Participant has a deferral election (or deemed election) in
effect for any Plan Year under subsection 3.3 or 3.4, his Account under the Plan will be credited with an amount for such Plan Year equal to the matching contributions to which the Participant would have been entitled under the Thrift Plan if the
amounts deferred under subsection 3.3 or 3.4 for such Plan Year had been contributed to the Thrift Plan. Matching contribution amounts shall be credited to a Participant’s Account as of the date that matching contributions would have been
credited under the Thrift Plan if the amounts deferred under subsection 3.3 had been contributed to the Thrift Plan. 
 3.6
Supplemental Basic Contributions. An employee or Participant who is eligible to receive a Mondelēz Global Basic Contribution under the Thrift Plan for any Plan Year shall be credited with supplemental basic contribution credits under
this Section 3 for such Plan Year in an amount equal to 4.5% of his Eligible Compensation in excess of the IRS Annual Compensation Limit for such year. Supplemental basic contribution credits shall be credited to a Participant’s Account as
of the same date that such amounts would have been credited under the Thrift Plan if they were Mondelēz Global Basic Contributions. 
 3.7 Earnings Equivalents. The Accounts of Participants shall be credited with deemed earnings and/or losses (“Earnings Equivalents”) as of each Accounting Date (as defined in
paragraph (a) below) in accordance with the following provisions: 
  

	 	(a)	The term “Accounting Date” means, each business day (as determined by the Committee in its sole discretion). 


 

	 	(b)	As of each Accounting Date, a Participant’s Account shall be credited with an amount determined by multiplying the Participant’s Account balance on that date
by an “earnings equivalent rate” as described below. Except as provided in paragraph (c) below, the earnings equivalent rate to be credited for any period shall be equal to the rate of earnings (as determined by the Committee) for
such period on the Interest Income Fund of the Thrift Plan. 

  

	 	(c)	 Prior to 1991, the General Foods business unit of the Company maintained a plan known as the Supplemental Thrift-Investment Plan (the “General
Foods Plan”), which permitted participants to have their accounts credited with assumed earnings based upon hypothetical investment elections in certain investment funds known as the Guaranteed Return Fund (now known as the Interest Income
Fund), U.S. Government Securities Fund, Diversified Equity Index Fund, and Philip Morris Stock Fund (now known as the Altria Group Stock Fund). The outstanding accounts of Transferred Employees previously maintained under the General Foods Plan are
now maintained under this Plan. With respect to that portion of 



  
 7 









	 	
any Participant’s Account that was originally credited under the General Foods Plan prior to January 1, 1991, the earnings equivalent rate applicable to such portion for any period
shall be equal to the rate of earnings (as determined by the Committee) on the investment funds under the Thrift Plan corresponding to the Participant’s hypothetical investment election, as in effect on December 31, 1990, under the General
Foods Plan, which investment election may not be changed, except that the Participant may irrevocably elect, on a prospective basis only, to have such portion credited with Earnings Equivalents in the manner set forth in paragraph (b) next
above. 

  

	 	(d)	The portion of a Participant’s Account, including any Prior Plan Grandfathered Account, that was originally credited to an account maintained under the Cadbury
Plan prior to January 1, 2012 (such portion being hereinafter referred to as the “Cadbury Account”) shall be credited with Earnings Equivalents in the manner set forth in paragraph (b) above. 


SECTION 4 

Supplemental Retirement Plan Benefits 
 4.1 Eligibility for Supplemental Retirement Plan Benefits. Subject to the conditions and limitations of the Plan, each Transferred Employee and Former Cadbury Employee who was a Participant in
Section 4 of the Kraft Plan (as defined therein) immediately prior to the Spin Date will continue to be a Participant in this Mondelēz Global Plan under this Section 4 on and after that date, and each other employee of an Employer who
was not a Participant immediately prior to the Spin Date will automatically be enrolled in and become a Participant in the Plan under this Section 4 on the first day upon which he satisfies the following requirements: 

 

	 	(a)	he is a participant in the Mondelēz Global LLC Retirement Plan (other than Part C thereof, designated as the Cadbury Adams LLC Personal Pension Account Plan) (the
“Retirement Plan”); and 

  

	 	(b)	his benefits under the Retirement Plan are limited as a result of the IRS Annual Compensation Limit or the benefit limitations of section 415 of the Code.


 4.2 Amount of Supplemental Retirement Plan Benefits. Subject to the terms and conditions of the Plan:

  

	 	(a)	A Participant under this Section 4 shall be eligible to receive a supplemental retirement benefit under the Plan, as of his Benefit Calculation Date (as defined in
subsection 4.4), in an amount equal to: 

  

	 	(i)	the lump sum present value, as of the Benefit Calculation Date, of the benefit the Participant would have been entitled to receive under the Retirement Plan if such
benefit were determined without regard to the IRS Annual Compensation Limit and without regard to the limitations imposed by section 415 of the Code, 


  
 8 








 REDUCED BY 

 

	 	(ii)	the lump sum present value, as of the Benefit Calculation Date, of the Participant’s Retirement Plan benefit. 


 

	 	(b)	In the case of a Participant who is reemployed by an Employer following his Separation from Service, he shall be eligible to receive an additional supplemental
retirement benefit under the Plan, as of his Benefit Calculation Date with respect to his subsequent Separation from Service, in an amount equal to: 

  

	 	(i)	the excess, if any, of the lump sum present value, as of such Benefit Calculation Date, of the benefit the Participant would have been entitled to receive under the
Retirement Plan if such benefit were determined without regard to the IRS Annual Compensation Limit and without regard to the limitations imposed by section 415 of the Code, 


OVER 
  

	 	(ii)	the lump sum present value, as of such Benefit Calculation Date, of the Participant’s Retirement Plan benefit, 


REDUCED BY 
  

	 	(iii)	the lump sum present value, as of such Benefit Calculation Date, of the Participant’s supplemental retirement benefit under subsection 4.2(a) (and, if applicable,
the Participant’s supplemental salary continuation benefit under subsection 4.5 or supplemental disability benefit under subsection 4.6 accrued prior to the date of his reemployment). 


For purposes of this subsection 4.2, any benefits to which a Participant is entitled under Supplement EE of the Retirement Plan shall be disregarded.

 4.3 Grandfathered Amount Under Code Section 409A. For purposes of section 409A and the distribution provisions of
Section 5 of the Plan, in the case of an individual who was a Participant in the Plan prior to January 1, 2005, such Participant’s supplemental retirement benefit under this Section 4 shall consist of a grandfathered supplemental
retirement benefit and a non-grandfathered supplemental retirement benefit to the extent determined below. As of the Participant’s Benefit Calculation Date, his non-grandfathered supplemental retirement benefit shall be an amount equal to:

  

	 	(a)	the excess, if any, of the amount of the lump sum benefit determined under subsection 4.2; 


OVER 
  

	 	(b)	the Participant’s grandfathered amount (as defined below), if any. 


  
 9 








 A Participant’s “grandfathered amount” shall be the lesser of: (i) the
amount determined under subsection 4.2, and (ii) the lump sum present value of the amount (if any) to which the Participant would have been entitled under the Plan if the Participant had voluntarily terminated from service without cause on
December 31, 2004, and received a payment of benefits from the Plan on the earliest possible date following termination of services. Notwithstanding the foregoing, for any subsequent Plan Year, the grandfathered amount may increase to equal the
present value of the benefit to which the Participant actually becomes entitled, in the form and at the time actually paid, determined under the terms of the Plan (including applicable limits under the Internal Revenue Code) as in effect on
October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to benefits (other than a Participant election with respect to the
time or form of an available benefit). 
 4.4 Benefit Calculation Date and Lump Sum Present Value of Benefits. For
purposes of this Section 4, the following provisions shall apply: 
  

	 	(a)	the Benefit Calculation Date shall be the first day of the calendar month following the Participant’s Separation from Service (as described in subsection 5.8);


  

	 	(b)	for purposes of calculating the present value of benefits under this Section 4 as of any date, actuarial assumptions and methods will be consistent with those used
to value benefits under the Retirement Plan and prior to any adjustment in benefits under the Retirement Plan due to a distribution of employee contributions; 


 

	 	(c)	if, as of a Participant’s Benefit Calculation Date or Benefit Recalculation Date (as defined in subsection 4.5), the Participant is not eligible to commence a
portion of his benefits under the Retirement Plan, the lump sum present value of such portion of his benefit, as of the Benefit Calculation Date or Benefit Recalculation Date, as applicable, shall be determined as the greater of (i) the lump
sum present value of such portion of his benefit payable at the Participant’s Normal Retirement Date and (ii) the lump sum present value of such portion of his benefit payable at the earliest date on which the Participant could have
commenced receipt of such portion under the Retirement Plan; and 

  

	 	(d)	amounts determined in accordance with subsection 4.2 shall take into account any service and compensation taken into account under the Retirement Plan for periods after
a Participant’s Separation from Service except for service and compensation taken into account under subsection 4.5 with respect to a Participant’s salary continuation period or subsection 4.6 with respect to a Participant who is Totally
Disabled; provided, however, that any such service and compensation taken into account under subsection 4.5 or 4.6 with respect to the period prior the date of his reemployment with an Employer shall be taken into account under subsection 4.2(b).



  
 10 









 4.5 Supplemental Salary Continuation Benefit. If a Participant receives salary
continuation payments after his Separation from Service, he shall be eligible to receive a supplemental salary continuation benefit under the Plan, as of his Benefit Recalculation Date (as described below), in an amount equal to: 

 

	 	(a)	the excess, if any, of the lump sum present value, as of the Benefit Recalculation Date, of the benefit the Participant would have been entitled to receive under the
Retirement Plan if such benefit were determined without regard to the IRS Annual Compensation Limit and without regard to the limitations imposed by section 415 of the Code and taking into account any compensation and service credited to the
Participant with respect to the entire salary continuation period, 

 OVER 

 

	 	(b)	the lump sum present value, as of such Benefit Recalculation Date, of the Participant’s Retirement Plan benefit determined by taking into account any compensation
and service credited to the Participant with respect to the entire salary continuation period, 

 REDUCED BY

  

	 	(c)	the lump sum present value, as of the Benefit Recalculation Date, of the Participant’s supplemental retirement benefit under subsection 4.2.


 The term “Benefit Recalculation Date” means the first day of the month following the one-year anniversary of
the Participant’s Separation from Service. For purposes of this subsection 4.5, any benefits to which a Participant is entitled under Supplement EE of the Retirement Plan shall be disregarded. 

4.6 Supplemental Disability Benefit. If a Participant’s Separation from Service occurs after being Totally Disabled for 29
months in accordance with subsection 5.8(b) and Treas. Reg. § 1.409A-1(b)(i), he shall be entitled to receive a supplemental disability benefit under the Plan, as of his Disability Benefit Recalculation Date (as defined below), in an
amount equal to: 
  

	 	(a)	the excess, if any, of the lump sum present value, as of the Disability Benefit Recalculation Date, of the benefit the Participant would have been entitled to receive
under the Retirement Plan if such benefit were determined without regard to the IRS Annual Compensation Limit and without regard to the limitations imposed by section 415 of the Code and taking into account any service credited to the Participant
under the Retirement Plan after his Benefit Calculation Date while he is Totally Disabled, 

 OVER

  

	 	(b)	the lump sum present value, as of such Disability Benefit Recalculation Date, of the Participant’s Retirement Plan benefit determined by taking into account any
service credited to the Participant under the Retirement Plan after his Benefit Calculation Date while he is Totally Disabled, 


  
 11 









 REDUCED BY 

 

	 	(c)	the lump sum present value, as of the Disability Benefit Recalculation Date, of the Participant’s supplemental retirement benefit under subsection 4.2.


 The term “Disability Benefit Recalculation Date” means the earlier of: 

 

	 	(d)	whichever of the following dates is applicable: 

  

	 	(i)	in the case of a Participant whose disability first occurred before he attained age 60, the first day of the month coincident with or next following the date he attains
age 65; or 

  

	 	(ii)	in the case of a Participant whose disability first occurred after he attained age 60, the date which is five years after such occurrence; or 


 

	 	(e)	the date of the Participant’s death. 

 For
purposes of this subsection 4.6, any benefits to which a Participant is entitled under Supplement EE of the Retirement Plan shall be disregarded. 
 SECTION 5 
 Vesting and Payment of Plan Benefits 

5.1 Vesting. A Participant shall at all times have a fully vested, nonforfeitable interest in the portion of his Account
maintained under Section 3 of the Plan attributable to his compensation deferrals made under subsection 3.3 (or under the equivalent terms of a Prior Plan), and the Earnings Equivalents attributable thereto. A Participant shall become vested
and have a nonforfeitable interest in the portion of his Account maintained under Section 3 of the Plan attributable to matching contribution credits and Mondelēz Global basic contribution credits when and to the extent that his matching
account and Mondelēz Global Basic Contribution account, respectively, under the Thrift Plan becomes vested and nonforfeitable. A Participant’s Cadbury Account shall be fully vested and nonforfeitable at all times. A Participant shall
become vested and have a nonforfeitable interest in his benefits determined under Section 4 of the Plan when and to the extent that his accrued benefit under the Retirement Plan becomes vested and nonforfeitable. Notwithstanding the foregoing
provisions of this subsection 5.1, a Participant or his beneficiary shall have no right to any benefits under the Plan if the Committee or his Employer determines that he engaged in a willful, deliberate or grossly negligent act of commission or
omission which is substantially injurious to the finances or reputation of the Employers. 
 5.2 Payment of Supplemental
Thrift Plan Benefits to Participants. Subject to the following provisions of this Section 5, a Participant’s vested supplemental Thrift Plan benefit under Section 3 shall be paid as follows: 

  
 12 










	 	(a)	an amount equal to the balance credited to a Participant’s vested Non-grandfathered Account under Section 3 of the Plan will be paid to him in a lump sum
within 90 days following his Separation from Service; 

  

	 	(b)	an amount equal to the balance credited to a Participant’s vested Grandfathered Account under Section 3 of the Plan will be paid to him in the same form, on
the same dates and for the same period as benefits under Section 3 of the Plan would have been paid under the provisions of the Plan as in effect on October 3, 2004; and 


 

	 	(c)	an amount equal to the portion of a Participant’s vested Account balance under Section 3 which is attributable to amounts previously credited to him under the
Nabisco, Inc. Supplemental Benefits Plan or the Nabisco, Inc. Additional Benefits Plan shall be paid to the Participant in a lump sum as soon as practicable after the Participant’s termination of employment with the Employers and Related
Companies. 

 A Participant’s Cadbury Account shall be paid as described above, except to the extent the Participant had
elected an optional time or form of benefit under the Cadbury Plan prior to its merger into this Plan, in which event payment shall be made in accordance with such election. 
 5.3 Payment of Supplemental Retirement Benefits to Participants. Subject to the following provisions of this Section 5, a Participant’s vested supplemental retirement benefit under
Section 4 will be paid as follows: 
  

	 	(a)	his non-grandfathered supplemental retirement benefit will be paid to him in a lump sum within 90 days following his Separation from Service; 


 

	 	(b)	his grandfathered supplemental retirement benefit will be paid to him in the same form, on the same dates and for the same period as benefits under Section 4 of
the Plan would have been paid under the provisions of the Plan as in effect on October 3, 2004; 

  

	 	(c)	the supplemental salary continuation benefit will be paid to him in a lump sum within 90 days following the one-year anniversary of his Separation from Service, except
as otherwise specifically provided in subsection 4.5; and 

  

	 	(d)	the supplemental disability benefit will be paid to him in a lump sum within 90 days following (i) in the case of a Participant whose disability first occurred
before he attained age 60, the first day of the month coincident with or next following the date he attains age 65, or (ii) in the case of a Participant whose disability first occurred after he attained age 60, the date which is five years
after such occurrence. 

 5.4 Delay in Payment for Specified Employees under Code Section 409A.
Notwithstanding any provision of the Plan to the contrary (including, without limitation, any provision of Supplement A), if a Participant is a Specified Employee at the time of his Separation from Service, payment of benefits under the Plan (other
than a Grandfathered 

  
 13 









 
Account balance under Section 3 or a grandfathered amount under Section 4) may not be paid before the date that is six months after the Participant’s Separation from Service or, if
earlier, the Participant’s date of death. Any amount that may not be paid by reason of the restriction in this subsection 5.4 shall be paid on the first day of the seventh month following the Participant’s Separation from Service. The
amount of the Participant’s non-grandfathered supplemental retirement benefit shall be increased for interest for such six-month period at an interest rate equal to the “first segment rate” (as described under section 430(h)(2)(C) of
the Code) in effect under the Retirement Plan for a benefit commencing as of the first of the month following the Participant’s Separation from Service. For purposes of the Plan, the term “Specified Employee” shall be defined
in accordance with Treas. Reg. § 1.409A-1(i) and such rules as may be established from time to time in writing by the Executive Vice President, Human Resources, Kraft Foods (effective on and after the Spin Date, Mondelēz International) (or
her delegate) pursuant to such regulations. 
 5.5 Payment of Supplemental Thrift Plan Benefits to Beneficiaries. If a
Participant’s Separation from Service occurs on account of his death or the Participant dies after his Separation from Service but before his entire Account balance under Section 3 is paid, the vested portion of his remaining Account
balance shall be paid to his Beneficiary, in a lump sum, within 90 days after his Separation from Service and without regard to any delay that would otherwise apply with respect to the Participant under subsection 5.4; provided however that payment
of the balance in his Grandfathered Account (if any) shall be paid to his beneficiary in a lump sum as soon as practicable following the completion of all forms and applications requested by the Committee. 

5.6 Payment of Supplemental Retirement Benefits to a Beneficiary. If a Participant’s Separation from Service occurs on
account of his death, his Beneficiary will be entitled to receive, with respect to such Participant’s supplemental retirement benefit, an amount equal to the lump sum present value of such supplemental death benefits or qualified pre-retirement
surviving spouse (“QPSA”) benefit, if any, as would be provided with respect to the Participant’s benefit under the Retirement Plan. Payment of such supplemental death or QPSA benefits, if any, will be made, in a lump sum,
within 90 days following the Participant’s Separation from Service; provided, however, that any portion of such death or QPSA benefit which is attributable to the Participant’s grandfathered amount (determined in a manner consistent with
the calculation of the grandfathered amount under subsection 4.3) shall be paid in the same form, at the same time and in the same manner as under the provisions of the Plan as in effect on October 3, 2004. If a Participant dies after his
Separation from Service but before all benefits under Section 4 have been paid: 
  

	 	(a)	the amount that would have been payable to the Participant under subsection 4.2 and subsection 4.5 (other than any portion thereof which is a grandfathered amount)
shall be paid to the Participant’s Beneficiary in a lump sum at the same date that such amount would have been paid to the Participant (determined without regard to subsection 5.4); 


 

	 	(b)	with respect to such Participant’s supplemental disability benefit under subsection 4.6, an amount equal to the lump sum present value of such supplemental death
benefits or QPSA benefit, if any, as would be provided with respect to the Participant’s benefit under the Retirement Plan shall be paid to the Participant’s Beneficiary in a lump sum within 90 days following the date of the
Participant’s death; 


  
 14 










	 	(c)	any portion which is a grandfathered amount shall be paid in the same form, at the same time and in the same manner as death benefits or QPSA benefits would have been
paid under the provisions of the Plan as in effect on October 3, 2004; and 

  

	 	(d)	if the Participant’s death occurs after payment of his grandfathered supplemental retirement benefit under Section 4 has commenced, no death benefits shall be
payable under the Plan with respect to such grandfathered benefits except as may be provided under the distribution method applicable to such benefit in accordance with subsection 5.3. 


5.7 Beneficiary. For purposes of this Plan, a Participant’s “Beneficiary” with respect to benefits payable
under a specific Section of the Plan shall be the same person or persons as his beneficiary determined under the terms of the Thrift Plan or Retirement Plan, as applicable; provided, however, that each Participant may designate in writing any legal
or natural person or persons as Beneficiary of any benefits payable under the Plan after his death, and, to the extent that death benefits are payable both with respect to supplemental Thrift Plan benefits under Section 3 of the Plan and
supplemental Retirement Plan benefits under Section 4 of the Plan, separate Beneficiary designations may be made with respect to those components of the Plan. A Beneficiary designation made with respect to benefits payable under the Plan will
be effective only after it is filed in writing with the Committee or its delegate while the Participant is alive and will cancel all beneficiary designation forms filed earlier. Any designation of a Beneficiary or Beneficiaries (as defined under and
determined with respect to the Kraft Plan) in effect under subsection 5.7 of the Kraft Plan immediately prior to the Spin Date shall remain in effect under this Mondelēz Global Plan on and after the Spin Date, subject to cancellation as
described in the preceding sentence of this subsection 5.7. 
 5.8 Separation from Service. The term “Separation
from Service” means the date on which the Participant ceases to be employed by the Company and all Related Companies for any reason, subject to the following: 
  

	 	(a)	The employment relationship will be deemed to have ended on the date that the Participant and his Employer reasonably anticipate that the level of bona fide services
the Participant will perform for the Company and the Related Companies after such date (whether as an employee or independent contractor, but not as a director) would permanently decrease to no more than 20% of the average level of bona fide
services performed over the immediately preceding 36-month period (or the full period of services to the Company and Related Companies if the Participant has performed services for the Company and the Related Companies for less than 36 months).
Absent a reasonable expectation that the Participant’s level of bona fide services after such date will exceed the above-described percentage, a deemed termination of the employment relationship will occur even if the Participant continues on
the payroll of the Company or the Related Companies after that date. 


  
 15 










	 	(b)	The employment relationship will be treated as continuing intact while the Participant is on a bona fide leave of absence (determined in accordance with Treas. Reg.
§1.409A-1(h)). 

  

	 	(c)	The determination of a Participant’s termination of employment by reason of a sale of assets, sale of stock, spin-off or other similar transaction of the Company
or a Related Company will be made in accordance with Treas. Reg. §1.409A-1(h). 

  

	 	(d)	Notwithstanding anything herein to the contrary, a Former Cadbury Employee’s Separation from Service under the Kraft Plan (as defined therein) prior to the Spin
Date shall constitute a Separation from Service for purposes of this Mondelēz Global Plan. 

 The provisions of this
subsection shall be interpreted and applied in a manner consistent with the provisions of Treas. Reg. §1.409A-1(h). 
 5.9
Facility of Payment. If, in the Committee’s opinion, a Participant or other person entitled to benefits under the Plan is under a legal disability or is in any way incapacitated so as to be unable to manage his financial affairs, payment
will be made to the conservator or other person legally charged with the care of his person or his estate or, if no such legal conservator will have been appointed, then to any individual (for the benefit of such Participant or other person entitled
to benefits under the Plan) whom the Committee may from time to time approve. 
 5.10 Benefits May Not Be Assigned or
Alienated. The benefits payable to, or on account of, any individual under the Plan may not be voluntarily or involuntarily assigned or alienated. 
 5.11 Tax Liability. The Employers may withhold from any payment of benefits hereunder any taxes required to be withheld and such sum as the Employers may reasonably estimate to be necessary to
cover any taxes for which the Employers may be liable and which may be assessed with regard to such payment. Notwithstanding any provision of the Plan to the contrary, none of the Company, the Committee or any Employer makes any representation or
warranty regarding the tax consequences of the Plan to Participants or other persons entitled to benefits hereunder. 
 5.12
Committee Discretion to Accelerate. The Committee may accelerate the date of distribution of a Participant’s Grandfathered Account under Section 3 or his grandfathered amount under Section 4 to the extent that the Committee
determines that such acceleration is in the best interests of the Employers because of changes in tax laws or accounting principles, Department of Labor regulations, or any other reason which negates or diminishes the continued value of the Plan to
any Employer or Participant. The amount distributed pursuant to this subsection 5.12 will be paid in the form of a lump sum. 

5.13 Applicability of Qualified Plan Provisions. Except as otherwise expressly provided to the contrary, all of the provisions,
conditions and requirements set forth in the Thrift Plan or the Retirement Plan with respect to eligibility for benefits shall apply equally to benefits under Section 3 and Section 4, respectively, of the Plan. Whenever a
Participant’s rights under the Plan are to be determined, appropriate reference shall be made to the Thrift Plan or the Retirement Plan, as applicable. Actuarial equivalence for purposes of the Plan shall be determined in a manner consistent
with the provisions of the Retirement Plan relating to actuarial equivalence. 

  
 16 









 SECTION 6 
 Administration 
 6.1 Committee Membership and Authority. For
purposes of the Plan, the “Committee” shall mean the Company’s Administrative Committee. Except as otherwise specifically provided in this Section 6, the Committee shall act by a majority of its then members, by meeting or
by writing filed without meeting, and shall have the following discretionary authority, powers, rights and duties in addition to those vested in it elsewhere in the Plan: 

 

	 	(a)	to adopt and apply in a uniform and nondiscriminatory manner to all persons similarly situated, such rules of procedure and regulations as, in its opinion, may be
necessary for the proper and efficient administration of the Plan and as are consistent with the provisions of the Plan; 

  

	 	(b)	to enforce the Plan in accordance with its terms and with such applicable rules and regulations as may be adopted by the Committee; 


 

	 	(c)	to determine conclusively all questions arising under the Plan, including the discretionary power to interpret and construe the terms of the Plan, to determine the
eligibility of employees and the rights of Participants and other persons entitled to benefits under the Plan and their respective benefits, to make factual findings and to remedy ambiguities, inconsistencies or omissions of whatever kind;


  

	 	(d)	to maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Committee may decide;


  

	 	(e)	to direct all payments of benefits under the Plan; 

  

	 	(f)	to employ agents, attorneys, accountants or other persons (who may also be employed by or represent the Employers) for such purposes as the Committee considers
necessary or desirable to discharge its duties; and 

  

	 	(g)	to establish and maintain a claims procedure under the Plan meeting the requirements of section 503 of ERISA and the regulations under that section.


 The certificate of a majority of the members of the Committee that the Committee has taken or authorized any action shall be
conclusive in favor of any person relying on the certificate. 
 6.2 Allocation and Delegation of Committee Responsibilities
and Powers. In exercising its authority to control and manage the operation and administration of the Plan, the Committee may allocate all or any part of its responsibilities and powers to any one or more of its members and may delegate all or
any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked at any time. 

  
 17 









 6.3 Information to be Furnished to Committee. The Employers shall furnish the
Committee such data and information as may be required for it to discharge its duties and the records of the Employers shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under
the Plan must furnish to the Committee such evidence, data or information as the Committee considers desirable to carry out the Plan. 
 6.4 Committee’s Decision Final. Any interpretation of the Plan and any decision on any matter within the discretion of the Committee made by the Committee (or its duly authorized delegate)
shall be binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known, and the Committee shall make such adjustment on account thereof as it considers equitable and practicable. A benefit shall be payable
under the Plan only to the extent that the Committee determines that the Participant or other person is entitled to such benefit under the terms of the Plan. 
 SECTION 7 
 Amendment and Termination 

7.1 Amendment and Termination. Each of the Company and MCEB, acting separately, have the right to amend the Plan from time to
time, and the right to terminate it; provided, however, that no such amendment or termination of the Plan will: 
  

	 	(a)	reduce or impair the interests of Participants in benefits being paid under the Plan as of the date of amendment or termination, as the case may be; or


  

	 	(b)	reduce the aggregate amount of benefits payable from the Plan and from any other plan, program or arrangement established to supplement or replace the Plan to or on
account of any employee of an Employer to an amount which is less than the amount to which he would be entitled in accordance with the provisions of the Plan if the employee terminated employment immediately prior to the date of the amendment or
termination, as the case may be. 

 7.2 Merger. No Employer will merge or consolidate with any other
corporation, or liquidate or dissolve, without making suitable arrangements, satisfactory to the Committee, for the payment of any benefits payable under the Plan. 
 7.3 Rights Not Limited by Section 409A. For the avoidance of doubt, the rights reserved to the Company and the Employers under this Section 7 shall not be subject to any limitation or
restriction merely because the exercise of such rights may result in adverse tax consequences to Participants or other persons under Code Section 409A or any other tax law. 

  
 18 









 SECTION 8 
 Change of Control 
 8.1 Definition. “Change of
Control” means the happening of any of the following events: 
  

	 	(a)	Acquisition of 20% or more of the outstanding voting securities of Kraft Foods (effective on and after the Spin Date, Mondelēz International) or any successor
thereto (the “Parent”) by another entity or group; excluding, however, the following: 

  

	 	(i)	any acquisition by the Parent or any entity controlled by, controlling or under common control with the Parent (each such entity an “Affiliate”);


  

	 	(ii)	any acquisition by an employee benefit plan or related trust sponsored or maintained by the Parent or any of its Affiliates; or 


 

	 	(iii)	any acquisition pursuant to a merger or consolidation described in clause (c) of this definition. 


 

	 	(b)	During any consecutive 24 month period, persons who constitute the Board of Directors of the Parent (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.


  

	 	(c)	The consummation of a merger or consolidation of the Parent with another company, and the Parent 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 Parent; 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 Parent 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 Parent 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 Parent. 

  

	 	(d)	 The consummation of a plan of complete liquidation of the Parent or the sale or disposition of all or substantially all of the Parent’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 Parent immediately prior to such transaction will beneficially own,
directly or indirectly, more than 50% of the combined voting power of the outstanding securities 



  
 19 










	 	
entitled to vote generally in the election of directors (or similar persons) of the entity purchasing or acquiring the Parent’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 Parent. 

 For
avoidance of doubt, the separation of KFGI from Kraft Foods shall not be considered a Change of Control. 
 8.2 Effect of
Change of Control. Notwithstanding any other provision of the Plan to the contrary, a Participant who is employed by an Employer upon a Change of Control and whose employment with the Employers (or any successor thereto) is involuntarily
terminated due to such Change of Control (as determined by the Committee) shall be fully vested in any benefits under the Plan (other than his Grandfathered Account (if any) under Section 3 and his grandfathered amount (if any) under
Section 4). 

  
 20 









 APPENDIX A 
 Index of Defined Terms 
  

			
	 Section

Where

Defined
	  	 Defined

Term

	3.2	  	Account
	3.7	  	Accounting Date
	8.1(a)(i)	  	Affiliate
	5.7	  	Beneficiary
	4.4	  	Benefit Calculation Date
	4.5	  	Benefit Recalculation Date
	8.1(b)	  	Board
	3.7	  	Cadbury Account
	1.1	  	Cadbury Plan
	8.1	  	Change of Control
	1.1	  	Code
	1.1	  	Company
	6.1	  	Committee
	4.6	  	Disability Benefit Recalculation Date
	3.7	  	Earnings Equivalents
	1.1	  	Effective Date
	1.3	  	Employers
	1.1	  	ERISA
	1.1	  	Former Cadbury Employee
	3.7	  	General Foods Plan
	3.2	  	Grandfathered Account
	4.3	  	Grandfathered amount
	1.14	  	IRS Annual Compensation Limit
	1.1	  	KFGI
	1.1	  	Kraft Foods
	1.1	  	Kraft Plan
	1.3	  	MCEB
	1.1	  	Mondelēz Global
	1.1	  	Mondelēz Global Plan
	1.1	  	Mondelēz International
	3.2	  	Non-grandfathered Account
	1.1	  	Original Plan
	8.1(a)	  	Parent
	2.1	  	Participant
	1.1	  	Plan
	1.4	  	Plan Year
	3.2	  	Prior Plan
	3.2	  	Prior Plan Grandfathered Account
	5.6	  	QPSA


  
 Appendix A - 1










			
	1.3	  	Related Company
	4.1	  	Retirement Plan
	5.8	  	Separation from Service
	5.4	  	Specified Employee
	1.1	  	Spin Date
	3.1	  	Thrift Plan
	1.1	  	Transferred Employee


  
 Appendix A - 2









 SUPPLEMENT A 
 Certain Employees Transferred from Altria 
  

	A-1.	Application. This Supplement A describes special rules that apply with respect to the additional supplemental retirement benefits (if any) payable under the Plan
with respect to a Participant who is eligible to receive an “Altria Accrued Benefit” as defined and determined under the provisions of the Mondelēz Global LLC Retirement Plan (the “Salaried Retirement Plan”).
This Supplement A shall apply only to a Participant who meets all the eligibility requirements of an “Altria Participant” under Supplement EE-3 of the Salaried Retirement Plan (such a Participant being referred to in this Supplement A as
an “Altria Participant”). Except as provided in this Supplement A, the rights and benefits of Altria Participants shall be determined under the provisions of the Plan other than this Supplement A. 


 

	A-2.	Defined Terms. Capitalized terms not defined herein shall have the same meaning as ascribed to such terms in the Salaried Retirement Plan or the Plan.


  

	A-3.	Effective Date. The “Effective Date” of this Supplement A is January 1, 2009. 


 

	A-4.	Supplemental Altria Retirement Benefit. In addition to the benefit (if any) to which an Altria Participant is entitled under Section 4 of the Plan, each
Altria Participant who retires on a Normal Retirement Date or who terminates from the employ of the Employers and Related Companies before retirement but after completing at least five years of Total Vesting Service shall be entitled to receive an
amount (referred to as a “Supplemental Altria Retirement Benefit”), if any, determined in accordance with the following provisions of this Supplement A. Subject to the conditions and limitations of the Plan and this Supplement A, an
Altria Participant’s Supplemental Altria Retirement Benefit shall be equal to the lump sum present value, as of his Benefit Calculation Date, of the monthly benefit payable for such Altria Participant’s lifetime, reduced for early
commencement in accordance with subsection A-7, if applicable, in an amount (if any) which is equal to: 

  

	 	(a)	the sum of the Updated Altria Qualified Benefit and the Updated Altria Nonqualified Benefit; 


REDUCED BY 
  

	 	(b)	the sum of the Frozen Altria Qualified Benefit and the Frozen Altria Nonqualified Benefit; 


FURTHER REDUCED BY 
  

	 	(c)	the Altria Accrued Benefit. 

 For purposes of
calculating an Altria Participant’s Supplemental Altria Retirement Benefit, the provisions of paragraph (b) of subsection 4.4 shall apply. If, as of an Altria Participant’s Benefit Calculation Date or Benefit Recalculation Date, the
Altria Participant is not eligible to 

  
 Supplement A -
1 








 
commence his Altria Accrued Benefit, his Supplemental Altria Retirement Benefit (and, to the extent applicable, his Altria salary continuation benefit described in subsection A-5) shall be an
amount equal to the lump sum present value of the benefit payable at the earliest date on which the Altria Participant could have commenced payment of his Altria Accrued Benefit. 

 

	A-5.	Additional Salary Continuation Benefit. If an Altria Participant receives salary continuation payments after his Separation from Service, he shall be eligible to
receive an Altria salary continuation benefit under this Supplement A, in an amount (if any) which is equal to: 

  

	 	(a)	the amount determined under subsection A-4, as of the Altria Participant’s Benefit Recalculation Date, taking into account any compensation and service credited to
the Altria Participant under the Retirement Plan with respect to the salary continuation period; 

 REDUCED BY

  

	 	(b)	the lump sum present value, as of the Benefit Recalculation Date, of the Altria Participant’s Supplemental Altria Retirement Benefit. 


 

	A-6.	Additional Supplemental Disability Benefit. If an Altria Participant’s Separation from Service occurs after being Totally Disabled for 29 months in
accordance with subsection 5.8(b) of the Plan and Treas. Reg. §1.409A-1(h)(i), he shall be eligible to receive an Altria supplemental disability benefit under this Supplement A, in an amount (if any) which is equal to: 


 

	 	(a)	the amount determined under subsection A-4, as of the Altria Participant’s Disability Benefit Recalculation Date, taking into account any service credited to the
Altria Participant under the Retirement Plan after his Benefit Calculation Date while he is Totally Disabled; 


REDUCED BY 
  

	 	(b)	the lump sum present value, as of the Disability Benefit Recalculation Date, of the Altria Participant’s Supplemental Altria Retirement Benefit.


  

	A-7.	Vesting. An Altria Participant shall be fully vested in his Supplemental Altria Retirement Benefit, his additional salary continuation benefit under subsection
A-5 and his additional supplemental disability benefit under subsection A-6 if he has 5 or more years of Total Vesting Service. 

  

	A-8.	 Early Commencement. Subject to the last sentence of subsection A-4, if payment of an Altria Participant’s Supplemental Altria Retirement
Benefit (or, if applicable, any Altria salary continuation benefit) commences prior to such Altria Participant’s Normal Retirement Date, any Supplemental Altria Retirement Benefit or Altria salary continuation benefit to which the Altria
Participant is entitled shall be reduced to the same extent and using the same methodology as such Altria Participant’s Altria Accrued Benefit would be reduced for early commencement pursuant to the terms of the Salaried




  
 Supplement A -
2 









	 	
Retirement Plan. For the avoidance of doubt, this means that, for purposes of calculating the amount of an Altria Participant’s Supplemental Altria Retirement Benefit commencing prior to
such Altria Participant’s Normal Retirement Date, the formula in subsection A-4 next above shall be applied only after reducing each of the Updated Altria Qualified Benefit, Updated Altria Nonqualified Benefit, Frozen Altria Qualified Benefit
and Frozen Altria Nonqualified Benefit to the same extent (if any) and in the same manner as such benefits, respectively, would have been reduced for early commencement under the terms of the Salaried Retirement Plan if payment of the Altria Accrued
Benefit commenced as of the same date. 

  

	A-9.	Time and Form of Payment. An Altria Participant’s Supplemental Altria Retirement Benefit (if any) shall be paid at the same time and in the same form as a
non¬grandfathered supplemental retirement benefit under Section 4 of the Plan. An Altria Participant’s Altria salary continuation benefit under subsection A-5 (if any) shall be paid at the same time and in the same form as a
supplemental salary continuation benefit under subsection 4.5 of the Plan. An Altria Participant’s Altria supplemental disability benefit under subsection A-6 (if any) shall be paid at the same time and in the same form as a supplemental
disability benefit under subsection 4.6 of the Plan. 

  

	A-10.	Payment to a Beneficiary. Supplemental death or QPSA benefits shall be provided with respect to an Altria Participant’s supplemental Altria retirement
benefit (if any), Altria salary continuation benefit (if any) and Altria supplemental disability benefit (if any) to the same extent as death or QPSA benefits are provided with respect to the Altria Participant’s supplemental retirement
benefit, supplemental salary continuation benefit and supplemental disability benefit under the Plan, and any such death or QPSA benefits with respect to an Altria Participant shall be paid at the same date, in the same form and to the same
Beneficiary as such Altria Participant’s supplemental retirement benefit and supplemental salary continuation benefit, respectively, or the supplemental death benefits or QPSA benefit with respect to such Altria Participant’s supplemental
disability benefit. 


  
 Supplement A -
3