Kraft 2014 Annual Report Download - page 155

equity holder of any person or entity in which the Employee or the Employee’ s spouse, child, or parent owns, directly or indirectly,
any of the outstanding equity interests.
(e)
Tolling of Covenants . The Employee acknowledges and agrees that that if it is judicially determined that the
Employee has violated any of the Employee’ s obligations under Section II, then the period applicable to each obligation that the
Employee 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 Employee acknowledges and agrees that, in the event of a breach or threatened breach of the
Employee’ 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 Employee 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 Employee 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
Employee 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 Employee hereby
specifically and expressly waives).
If the Employee violates any agreement between the Employee 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 any Common Stock issue
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upon the vesting of the Restricted Shares 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 Employee’ s termination of employment; and (ii) if the Employee has sold any portion of the
Common Stock issued upon the vesting of the Restricted Shares 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 Employee termination of employment, to require the
Employee to immediately remit a cash payment to the Company equal to the gross proceeds of such sale. 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 Employee
under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or recoupment o
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compensation.
The Employee further agrees that by accepting the Award, the Employee authorizes the Company and its affiliates to
deduct any amount or amounts owed by the Employee pursuant to this Section III from any amounts payable by or on behalf of the
Company or any Affiliate to the Employee, including, without limitation, any amount payable to the Employee as salary, wages,
vacation pay, bonus or the settlement of the Restricted 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 Employee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Employee or any
other remedy.
III.
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ECOUPMENT OF PROCEEDS