Kraft 2014 Annual Report Download - page 128

e. Tolling of Covenants . The Optionee acknowledges and agrees that that if it is judicially determined that the
Optionee has violated any of the Optionee’ s obligations under Section II, then the period applicable to each obligation that the
Optionee has been determined to have violated shall automatically toll from the date of the first breach, and all subsequen
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breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals.
f. Remedies. The Optionee acknowledges and agrees that, in the event of a breach or threatened breach of the
Optionee’ s obligations under this Section II (including all subparts), irreparable injury would be caused to the Company, for which
the Company would have an inadequate remedy at law. The Optionee therefore agrees that, in addition to and without limitation o
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any rights that the Company may otherwise have, at law or in equity, the Company shall have the right to temporary, preliminary,
and permanent injunctive relief against the Optionee in the event of such breach, or threatened breach, in addition to any othe
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equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law. The
Optionee also agrees that the Company is entitled to its reasonable attorneys’ fees and costs incurred in enforcing the restrictive
covenants contained in this Agreement or successfully prosecuting or defending any action under this Agreement. Furthermore, no
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ond need be posted in conjunction with the application for, or issuance of, an injunction (which requirement the Optionee hereby
specifically and expressly waives).
If the Optionee violates any agreement between the Optionee and the Company or its Affiliates with respect to non-
competition, non-solicitation, confidentiality, or protection of trade secrets (or similar provision regarding intellectual property),
including Section II of this Appendix A: the Company shall have the right, at its discretion, (i) to recoup or terminate any Option
Shares that vested in the 12 months preceding either (A) the date on which the Company first became aware of such violation or
(B) the date of the Optionee’ s termination of employment; and (ii) if the Optionee has exercised any portion of the Option Shares
that vested in the 12 months either (A) preceding the date on which the Company first became aware of such violation or (B) the
date of Optionee’ s termination of employment, to require the Optionee to immediately remit a cash payment to the Company up to
(but not in excess to) the difference between the Grant Price and the market price of each Option Share on the date of exercise. The
remedy provided by this Section III shall be in addition to and not in lieu of any rights or remedies which the Company may have
against the Optionee under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or
recoupment of compensation.
The Optionee further agrees that by accepting the Option, the Optionee authorizes the Company and its affiliates to deduc
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any amount or amounts owed by the Optionee pursuant to this Section III from any amounts payable by or on behalf of the
Company or any Affiliate to the Optionee, including, without limitation, any amount payable to the Optionee as salary, wages,
vacation pay, bonus or the settlement of any exercised Option Shares or any stock-
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ased award. This right of setoff shall not be an
exclusive remedy and the Company’ s or an affiliate’ s election not to exercise this right of setoff with respect to any amount payable
to the Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Optionee or any
other remedy.
III.
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