Kraft 2014 Annual Report Download - page 140

APPENDIX A
NON-COMPETITION AND NON-SOLICITATION COVENANTS
APPLICABLE TO CERTAIN EMPLOYEES
This Appendix A includes additional terms and conditions that govern Participants who accept a PSP Award and are, as o
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the date set forth in the PSP Award Notice, designated in Salary Band G or above. Therefore, by accepting a PSP Award under the
2012 Plan, a Salary Band G or above Participant will be agreeing to comply with the restrictive covenants and other provisions set
forth below.
(a) Acknowledgements.
In exchange for receiving the PSP Award, Participant acknowledges and agrees that the
services to be rendered by Participant to the Company will be of a special character having a unique value to the Company, and
that, as a result of Participant’s role and position within the Company, Participant will be provided with specialized training and
given access to, or be responsible for the development of, some of the Company’s most sensitive confidential information, the
disclosure and use of which would be harmful if used for the benefit of the Company’s competitors. Participant recognizes that the
Company’s relationships with the customers, suppliers, licensees, licensors, vendors, consultants, and independent contractors
(collectively, “Partners”) with which Participant serves or has contact, and with other employees, is special and unique, based upon
the development and maintenance of goodwill resulting from the Partners’, and other employees’ contacts with the Company and
its employees, including Participant. Participant also recognizes that the Company’s relationship with other employees, is special
and unique, based upon the development, maintenance, and provision of training, opportunities, and goodwill by the Company and
its employees, including Participant. Participant further acknowledges the Company’s ongoing substantial investment of time,
money, and other resources to recruit, train, equip, and retain talented individuals, including Participant, promotes the business
goodwill of the Company by fostering productive, long-term relationships between the Company and its employees. As a result o
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Participant’s position and Participant’s Partners, and employee contacts, Participant recognizes that Participant will gain valuable
information about (i) the Company’s most sensitive and valuable confidential information, (ii) the Company’s business habits,
needs, pricing policies, purchasing policies, profit structures, and margins, (iii) the Company’s relationships with its customers, thei
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buying habits, special needs, and purchasing policies, (iv) the Company’s relationships with its suppliers, their pricing habits, and
purchasing policies, (v) the Company’s pricing policies, purchasing policies, profit structures, and margin needs, (vi) the skills,
capabilities and other employment-related information relating to the Company employees, and (vii) and other matters of which
Participant would not otherwise know and that is not otherwise readily available. Such knowledge is essential to the business of the
Company and Participant recognizes that it would be harmful if used for the benefit of the Company’s competitors. Participant
acknowledges and agrees that any injury to the Company’s Partner, or employee relationships, the loss of those relationships, o
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the inevitable disclosure of Company confidential information to a competitor would cause irreparable harm to the Company.
Participant recognizes that during a period following termination of Participant’s employment, the Company is entitled to protection
from Participant’s use of Company confidential information and the Partner, and employee relationships with which Participant has
been entrusted by the Company during Participant’s employment. Participant acknowledges and agrees that due to the nature o
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Participant’s role within the Company and the Company confidential information to which Participant will have access, Participant’s
employment with a competitor in the same or substantially the same capacity in which Participant was employed by the Company
will inevitably result in the disclosure of the Company’s most sensitive confidential information. Participant also recognizes that i
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Participant’s employment terminates, the Company will be required to rebuild the Partner, and employee relationships with which
Participant has been entrusted by the Company during Participant’s employment. Participant also recognizes that merely limiting
the Partners, and employees Participant can solicit after termination will not be sufficient to protect the Company’s legitimate
business interests.
(b) Non-Competition and Non-Solicitation Obligations . Therefore, in exchange for receiving the PSP Award, the
Participant hereby explicitly agrees that, during the Participant’s employment and for a period of 12 months following the
termination of the Participant’s employment with the Company for any reason, including termination by the Company with or without
cause, the Participant 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:
i. Engage in any business activities within the same line or lines of business for which the Participant
performed services for the Company and in a capacity that is similar to the capacity in which the Participant w
I.
A
PPLICATION
II. RESTRICTIVE COVENANTS