Kraft 2014 Annual Report Download - page 153

APPENDIX A
NON-COMPETITION AND NON-SOLICITATION COVENANTS
APPLICABLE TO CERTAIN EMPLOYEES
This Appendix A includes additional terms and conditions that govern the Restricted Shares granted to the Employee unde
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the Plan if the Employee is, as of the Award Date, designated in Salary Band G or above. Therefore, by accepting the Restricte
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Shares, a Salary Band G or above Employee will be agreeing to comply with the restrictive covenants and other provisions set forth
below.
(a) Acknowledgements . In exchange for receiving the Restricted Shares, the Employee acknowledges and agrees that the
services to be rendered by the Employee to the Company will be of a special character having a unique value to the Company, an
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that, as a result of Employee’ s role and position within the Company, the Employee will be provided with specialized training an
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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. The Employee recognizes tha
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the Company’ s relationships with the customers, suppliers, licensees, licensors, vendors, consultants, and independent contractors
(collectively, “Partners”) with which the Employee serves or has contact, and with other employees, is special and unique, base
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upon the development and maintenance of goodwill resulting from the Partners’ , and other employees’ contacts with the Company
and its employees, including the Employee. The Employee 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 the Employee. The Employee further acknowledges the Company’ s ongoing substantial
investment of time, money, and other resources to recruit, train, equip, and retain talented individuals, including the Employee,
promotes the business goodwill of the Company by fostering productive, long-term relationships between the Company and its
employees. As a result of the Employee’ s position and Employee’ s Partners, and employee contacts, the Employee recognizes tha
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the Employee 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, their 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, an
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(vii) and other matters of which the Employee would not otherwise know and that is not otherwise readily available. Such
knowledge is essential to the business of the Company and the Employee recognizes that it would be harmful if used for the benefi
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of the Company’ s competitors. The Employee acknowledges and agrees that any injury to the Company’ s Partner, or employee
relationships, the loss of those relationships, or the inevitable disclosure of Company confidential information to a competito
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would cause irreparable harm to the Company. The Employee recognizes that during a period following termination of the
Employee’ s employment, the Company is entitled to protection from the Employee’ s use of Company confidential information an
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the Partner, and employee relationships with which the Employee has been entrusted by the Company during the Employee’ s
employment. The Employee acknowledges and agrees that due to the nature of the Employee’ s role within the Company and the
Company confidential information to which the Employee will have access, the Employee’ s employment with a competitor in the
same or substantially the same capacity in which the Employee was employed by the Company will inevitably result in the
disclosure of the Company’ s most sensitive confidential information. The Employee also recognizes that if the Employee’ s
employment terminates, the Company will be required to rebuild the Partner, and employee relationships with which the Employee
has been entrusted by the Company during the Employee’ s employment. The Employee also recognizes that merely limiting the
Partners, and employees the Employee can solicit after termination will not be sufficient to protect the Company’ s legitimate
business interests.
I.
A
PPLICATION
II.
R
ESTRICTIVE COVENANTS