Kraft 2014 Annual Report Download - page 154

(b) Non-Competition and Non-Solicitation Obligations . Therefore, in exchange for receiving the Restricted Shares, the
Employee hereby explicitly agrees that, during the Employee’ s employment and for a period of 12 months following the
termination of the Employee’ s employment with the Company for any reason, including termination by the Company with o
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without cause, the Employee 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 Employee performe
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services for the Company and in a capacity that is similar to the capacity in which the Employee 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.
(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 Employee’ s termination, had been assigned to the
Employee by the Company, or any customer with which the Employee had contact on behalf of the Company while an
employee of the Company, or any customer about which the Employee had access to confidential information by virtue o
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the Employee’ s employment with the Company; or disclose to any person, firm, association, corporation or business entity
of any kind the names or 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
Employee had contact on behalf of the Company to withdraw or cancel any of their business or refuse to continue to do
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usiness with the Company. This paragraph shall apply only where the customer is solicited to purchase a service o
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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, o
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within 6 months prior to, the Employee’ s termination, to terminate or reject their employment with the Company or to see
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or accept employment with any other entity, including but not limited to a competitor, supplier, customer or client of the
Company, nor shall the Employee cooperate with any others in doing or attempting to do so. As used herein, the ter
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“solicit, induce, or 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
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Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee.
(c)
Reasonableness of Restrictions . The Employee acknowledges and agrees that, given the Company’ s operations, the
geographic restrictions to the above restrictions are reasonable to protect the Company’ s interests. The Employee acknowledges
and agrees that the length of the time periods applicable to the restrictive covenants set forth in this Section are appropriate an
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reasonable, in view of the nature of the Company’ s business and Employee’ s employment with the Company and knowledge of its
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usiness. The Employee acknowledges and agrees that the Employee 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 Employee
will be able to earn a reasonable living in commercial activities unrelated to the Company in locations satisfactory to the Employee.
The Employee 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 Employee’ s unique position, skills, an
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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 Employee 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 Employee acknowledges and agrees that the Employee will be in violation of this
Section II if the Employee 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