Kraft 2014 Annual Report Download - page 127

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b.
Non-Competition and Non-Solicitation Obligations . Therefore, in exchange for receiving the Option, the
Optionee hereby explicitly agrees that, during the Optionee’ s employment and for a period of 12 months following the termination
of the Optionee’ s employment with the Company for any reason, including termination by the Company with or without cause, the
Optionee will not, either as an employee, employer, consultant, agent, principal, partner, stockholder, officer, director, or in any
other individual or representative capacity, directly or indirectly:
1.
Engage in any business activities within the same line or lines of business for which the Optionee
erformed services for the Company and in a capacity that is similar to the capacity in which the Optionee was employed by the
Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry
anywhere within North America.
2.
Solicit, assist in the solicitation of, or accept any business (other than on behalf of the Company) fro
m
any customer who, during the two (2) years immediately preceding the Optionee's termination, had been assigned to the Optionee
y the Company, or any customer with which the Optionee had contact on behalf of the Company while an employee of the
Company, or any customer about which the Optionee had access to confidential information by virtue of the Optionee's
employment with the Company; or disclose to any person, firm, association, corporation or business entity of any kind the names o
addresses of any such customer; or directly or indirectly in any way request, suggest or advise any such customer or any suppliers,
licensees, licensors, vendors, consultants, and independent contractors with which the Optionee had contact on behalf of the
Company to withdraw or cancel any of their business or refuse to continue to do business with the Company. This paragraph shall
apply only where the customer is solicited to purchase a service or product that competes with the services or products offered by
the Company.
3.
Cause, solicit, induce, or encourage any individual who was an employee of the Company at the time of,
or within 6 months prior to, the Optionee’ s termination, to terminate or reject their employment with the Company or to seek o
r
accept employment with any other entity, including but not limited to a competitor, supplier, customer or client of the Company,
nor shall the Optionee cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce, o
r
encourage” includes, but is not limited to, (i) initiating communications with a Company employee relating to possible
employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employmen
with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding
an entity in recruitment of a Company employee.
c.
Reasonableness of Restrictions . The Optionee acknowledges and agrees that, given the Company’ s operations,
the geographic restrictions contained in the above restrictions are reasonable to protect the Company’ s interests. The Optionee
acknowledges and agrees that the length of the time periods applicable to the restrictive covenants set forth in this Section are
appropriate and reasonable, in view of the nature of the Company’ s business and Optionee’ s employment with the Company an
d
knowledge of its business. The Optionee acknowledges and agrees that the Optionee carefully considered the terms of this
Agreement, including the covenants set forth in this Section II , and acknowledges that if this Agreement is enforced according to
its terms, the Optionee will be able to earn a reasonable living in commercial activities unrelated to the Company in locations
satisfactory to the Optionee. The Optionee also acknowledges that the restrictive covenants set forth in this Section II are a vital
part of and intrinsic to the ongoing operations of the Company, in light of the nature of the business and the Optionee’ s unique
osition, skills, and knowledge with and of the Company. Notwithstanding the foregoing, if any provision or portion of this Section
II or its subparts is held to be unenforceable because of the scope, duration, territory, or terms thereof, the Optionee agrees that the
court making such determination shall have the power to reduce the scope, duration, territory and/or terms of such provision, and to
delete specific words or phrases in such provision, so that the provision is enforceable by the court, and such provision as amende
shall be enforced by the court.
d.
Direct or Indirect Violations . The Optionee acknowledges and agrees that the Optionee will be in violation o
f
Section II if the Optionee engages in any or all of the activities set forth in this Section II directly as an individual, or indirectly for,
through, or with assistance from, any other person or entity, whether as partner, joint venturer, employee, agent, salesperson,
employee, officer, manager and/or director of any person or entity, or as an equity holder of any person or entity in which the
Optionee or the Optionee’ s spouse, child, or parent owns, directly or indirectly, any of the outstanding equity interests.