Kraft 2014 Annual Report Download - page 141

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as 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.
ii. Solicit, assist in the solicitation of, or accept any business (other than on behalf of the Company) from
any customer who, during the two (2) years immediately preceding the Participant's termination, had been assigned to the
Participant by the Company, or any customer with which the Participant had contact on behalf of the Company while an employee
of the Company, or any customer about which the Participant had access to confidential information by virtue of the Participant'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 Participant 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.
iii. 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 Participant’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, no
shall the Participant 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 employment 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 Participant 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
Participant acknowledges and agrees that the length of the time periods applicable to the restrictive covenants set forth in this
Section II are appropriate and reasonable, in view of the nature of the Company’s business and Participant’s employment with the
Company and knowledge of its business. The Participant acknowledges and agrees that the Participant 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 Participant will be able to earn a reasonable living in commercial activities unrelated to the Company in
locations satisfactory to the Participant. The Participant 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 Participant’s
unique position, 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 Participant
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 amended shall be enforced by the court.
(d) Direct or Indirect Violations . The Participant acknowledges and agrees that the Participant will be in violation o
f
Section II if the Participant 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
Participant or the Participant’s spouse, child, or parent owns, directly or indirectly, any of the outstanding equity interests.
(e) Tolling of Covenants . The Participant acknowledges and agrees that that if it is judicially determined that the
Participant has violated any of the Participant’s obligations under Section II, then the period applicable to each obligation that the
Participant has been determined to have violated shall automatically toll from the date of the first breach, and all subsequent
breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals.
(f) Remedies. The Participant acknowledges and agrees that, in the event of a breach or threatened breach of the
Participant’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 Participant therefore agrees that, in addition to and without limitation o
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 Participant in the event of such breach, or threatened breach, in addition to any othe
equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law. The
Participant also agrees that the