Kraft 2014 Annual Report Download - page 162

Download and view the complete annual report

Please find page 162 of the 2014 Kraft annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 170

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170

date of this Agreement. Kraft agrees that neither Kraft nor any of the individuals who are members of the Kraf
t
Leadership Team or members of the Kraft Board of Directors as of the date hereof (the “Kraft Covered Persons”)
will knowingly make any public statement that would disparage Executive; provided however that statements by
Kraft and the Kraft Covered Persons that are made in the ordinary course of communications for a public
company, including but not limited to statements made to the SEC, investors and potential investors, bankers,
financial analysts and the press shall not be deemed to violate this covenant. Notwithstanding the foregoing,
nothing in this Paragraph 7 will prevent any person from (a) responding publicly to incorrect, disparaging o
r
derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (b)
making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation
involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law
or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with
apparent jurisdiction to order such person to disclose or make accessible such information. Each of the parties
agrees to notify the other of any statement that is required to be made as provided in clause (b)(ii) of the
p
receding sentence. Such notice will be given as much in advance of the making of such statement as is
reasonably possible.
8.
The Executive agrees to fully cooperate with Kraft and its affiliated and parent companies in
litigation or potential litigation arising out of any matter in which he was involved during his employment and to
make himself reasonably available as required by Kraft or its affiliated and parent companies or their counsel,
subject to the Executive’ s other commitments. Kraft will reimburse the Executive for reasonable and appropriate
b
usiness expenses incurred by the Executive in connection with such cooperation, including a reasonable hourly
rate for his services.
9.
In the event either the Executive or Kraft contests the interpretation or application of any of the
terms of this Agreement or any asserted breach of this Agreement, the complaining party shall notify the other in
writing of the provision that is being contested. If the parties cannot satisfactorily resolve the dispute within thirty
(30) days, the matter will be submitted to arbitration. An arbitrator will be chosen pursuant to the American
Arbitration Association’ s (“AAA”) Employment Arbitration Rules and Mediation Procedures from a panel
submitted by the AAA and the hearing shall be held in Chicago, Illinois. The arbitrator’ s fees, expenses, an
d
filing fees shall be borne equally by the Executive and Kraft. The arbitrator shall issue a written award which
shall be final and binding upon the parties.
10.
It is the intention of the Executive and Kraft that this Agreement and the benefits paid pursuan
t
to its terms be compliant with the provisions of Code Section 409A to the extent that the payments and benefits
due under this Agreement are subject to Code Section 409A, and the terms of this Agreement shall be interprete
d
to comply with Code Section 409A. In the event that any compensation or benefits provided for by this
Agreement or any related plans may result in penalties or accelerated recognition of taxable income under Code
Section 409A, Kraft will, in agreement with the Executive, modify the Agreement or such plans in the leas
t
restrictive manner necessary in order, where applicable, (i) to exclude such compensation from the definition o
f
“deferred compensation” within the meaning of Code Section 409A, or (ii) to comply with the provisions o
f
Code Section 409A, other applicable provision(s) of the Code, and/or any rules, regulations or other regulatory
guidance issued under such statutory provisions and to make such modifications, in each case, without any
diminution in the value of the payments to be paid or benefits to be provided to the Executive pursuant to
Paragraph 3 of this Agreement or plans to which this Agreement refers. Notwithstanding any other provision in
this Agreement, to the extent any payments hereunder constitute nonqualified deferred compensation, within the
meaning of Section 409A, then (A) each such payment which is