Common use of Confidentiality and Restrictive Covenants Clause in Contracts

Confidentiality and Restrictive Covenants. You acknowledge and agree that the Award has been conditioned upon your compliance with (and no Restricted Shares shall vest or become transferable by you hereunder unless you have complied and continue to comply with) the provisions of this paragraph (12). In consideration of your eligibility to receive the Award contemplated by this Award Agreement and any cash award under the Company’s Short Term Incentive Compensation (“STIC”) Plan and by executing (in writing or by electronic means) the Confirmation of Acceptance endorsement of this Award Agreement, you further acknowledge and agree as follows: (a) The Company or its subsidiaries or affiliates (collectively, the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, the Affiliated Group, which, as a result or in furtherance of your employment with one or more members of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member of the Affiliated Group has a legitimate and protectable interest in their respective clients, customers and employees with whom each member of the Affiliated Group has established significant business relationships; and (b) During the period of your employment with any member of the Affiliated Group and at all times thereafter, you covenant and agree (i) not to, directly or indirectly, use or disclose any Confidential Information (as defined below) except in furtherance of your duties and responsibilities as an employee of a member of the Affiliated Group in the ordinary course of business, (ii) not to, directly or indirectly, use or disclose any Confidential Information for the benefit of a party other than a member of the Affiliated Group, and (iii) comply with all policies of the Affiliated Group relating to the use and disclosure of Confidential Information. For purposes of this Award Agreement, “Confidential Information” means any and all trade secrets or confidential, proprietary or nonpublic information (whether verbal, written, electronic or in any other medium and all copies thereof) of a member of the Affiliated Group or any of their clients or customers. Without limiting the generality of the foregoing, Confidential Information shall include, but not be limited to, financial information or data, business plans or strategies, planned products or services, records and analyses, client or customer plans or requirements, and the business or affairs of any member of the Affiliated Group or any of their respective clients or customers that any of them may reasonably regard as confidential or proprietary; and

Confidentiality and Restrictive Covenants. You acknowledge and agree that the Award has been conditioned upon your compliance with (and no Restricted Shares Units shall vest or become transferable by you hereunder unless you have complied and continue to comply with) the provisions of this paragraph (12). In consideration of your eligibility to receive the Award contemplated by this Award Agreement and any cash award under the Company’s Short Term Incentive Compensation (“STIC”) Plan and by executing (in writing or by electronic means) the Confirmation of Acceptance endorsement of this Award Agreement, you further acknowledge and agree as follows: (a) The Company or its subsidiaries or affiliates (collectively, the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, the Affiliated Group, which, as a result or in furtherance of your employment with one or more members of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member of the Affiliated Group has a legitimate and protectable interest in their respective clients, customers and employees with whom each member of the Affiliated Group has established significant business relationships; and (b) During the period of your employment with any member of the Affiliated Group and at all times thereafter, you covenant and agree (i) not to, directly or indirectly, use or disclose any Confidential Information (as defined below) except in furtherance of your duties and responsibilities as an employee of a member of the Affiliated Group in the ordinary course of business, (ii) not to, directly or indirectly, use or disclose any Confidential Information for the benefit of a party other than a member of the Affiliated Group, and (iii) comply with all policies of the Affiliated Group relating to the use and disclosure of Confidential Information. For purposes of this Award Agreement, “Confidential Information” means any and all trade secrets or confidential, proprietary or nonpublic information (whether verbal, written, electronic or in any other medium and all copies thereof) of a member of the Affiliated Group or any of their clients or customers. Without limiting the generality of the foregoing, Confidential Information shall include, but not be limited to, financial information or data, business plans or strategies, planned products or services, records and analyses, client or customer plans or requirements, and the business or affairs of any member of the Affiliated Group or any of their respective clients or customers that any of them may reasonably regard as confidential or proprietary; and

Confidentiality and Restrictive Covenants. You acknowledge 7.1 The Employee undertakes and agree agrees to honour and abide by the confidentiality and restrictive covenant provisions in the Service Agreement which shall therefore be binding on the Employee after the Departure Date as if they were repeated in full in this Agreement. The terms used in those provisions shall have the meanings given to them in the Service Agreement. 7.2 The Employee undertakes that except as required by law he will not at any time in the Award has been conditioned upon your compliance with (and no Restricted Shares shall vest future, directly or become transferable by you hereunder unless you have complied and continue to comply with) indirectly, without the provisions prior written consent of this paragraph (12). In consideration of your eligibility to receive the Award contemplated by this Award Agreement and any cash award under the Company’s Short Term Incentive Compensation (“STIC”) Plan and by executing (in writing or by electronic means) the Confirmation of Acceptance endorsement of this Award Agreement, you further acknowledge and agree as follows: (a) The disclose to any person the existence or fact or contents of this Agreement, or the terms of settlement with the Company or its subsidiaries or affiliates (collectivelyexcept to his professional advisers, HM Revenue & Customs and his spouse provided that disclosure to professional advisers and spouse shall be on the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, condition that they agree to honour this obligation save that the Affiliated Group, which, as a result or Employee may notify potential employers in furtherance of your employment with one or more members any job interviews of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member terms of clause 2.1 and the Affiliated Group has a legitimate and protectable interest in their respective clients, customers and employees with whom each member of the Affiliated Group has established significant business relationships; andannouncement at Schedule 2; (b) During make or publish any public announcement, statement or comment whether in writing or otherwise concerning the period Company, any Group Company or any of your its or their current or former directors, officers, partners, members, shareholders or employees relating to her employment with any member and/or termination of employment by the Company other than in the terms of the Affiliated announcement at Schedule 2; or (c) make or publish any derogatory, disparaging, false, or misleading statements or comments concerning the Company, any Group and at all times thereafterCompany or any of its or their current or former directors, you covenant and agree officers, partners, members, shareholders or employees. 7.3 The Company undertakes that, save as may be required by law, or to fulfil, establish, exercise, or defend, any legal right or obligation, or any accounting, or regulatory obligation, of the Company (i) or any Group Company), or to HM Revenue & Customs, or its professional advisers (having instructed them to honour the provisions of this clause), or in respect of any matter in the public domain otherwise than in breach of this clause, it will not instruct or authorise any of its current directors, officers, or employees to, directly or indirectly, use or disclose any Confidential Information (as defined below) except in furtherance of your duties and responsibilities as an employee of a member without the prior written consent of the Affiliated Group in Employee: (a) disclose to any person the ordinary course contents of businessthis Agreement, or the terms of settlement with the Employee; (iib) not tomake or publish any public announcement, directly statement or indirectly, use or disclose any Confidential Information for the benefit of a party other than a member of the Affiliated Group, and (iii) comply with all policies of the Affiliated Group comment relating to the use Employee’s employment and/or termination of employment other than in the terms of the announcement at Schedule 2; and (c) make or publish any derogatory, disparaging, false, or misleading statements or comments concerning the Employee. 7.4 The Employee agrees that if the Company becomes aware that he has breached any of his obligations under clauses 7.1, and disclosure of Confidential Information. For purposes 7.2 of this Award Agreement, “Confidential Information” means any and on or after the Settlement Sum has been paid to him he will immediately repay all trade secrets or confidential, proprietary or nonpublic information (whether verbal, written, electronic or in any other medium and all copies thereof) of a member such sums to the Company. 7.5 The Company’s right to repayment of the Affiliated Group sums in accordance with clause 7.4 of this Agreement shall be without prejudice to its right to seek an injunction against or claim further damages or account of profits from the Employee. 7.6 For the avoidance of any of their clients or customers. Without limiting the generality doubt, all of the foregoingEmployee’s obligations under clauses 2.3, Confidential Information shall include, but not be limited to, financial information or data, business plans or strategies, planned products or services, records and analyses, client or customer plans or requirements7.1, and 7.2 above apply including without limitation to any activities by the business or affairs of Employee in relation to any member of social media websites. 7.7 Nothing in this clause 7 shall prevent the Affiliated Group or any of their respective clients or customers that any of them may reasonably regard as confidential or proprietary; andEmployee from making a Protected Disclosure.

Confidentiality and Restrictive Covenants. You acknowledge and agree that the Award has been conditioned upon your compliance with (and no Restricted Shares Units shall vest or become transferable by you hereunder unless you have complied and continue to comply with) the provisions of this paragraph (12). In consideration of your eligibility to receive the Award contemplated by this Award Agreement and any cash award under the Company’s Short Term Incentive Compensation (“STIC”) Plan and by executing (in writing or by electronic means) the Confirmation of Acceptance endorsement of this Award Agreement, you further acknowledge and agree as follows: (a) The Company or its subsidiaries or affiliates (collectively, the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, the Affiliated Group, Group which, as a result or in furtherance of your employment with one or more members of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member of the Affiliated Group has a legitimate and protectable interest in their respective clients, customers and employees with whom each member of the Affiliated Group has established significant business relationships; and (b) During the period of your employment with any member of the Affiliated Group and at all times thereafter, you covenant and agree (i) not to, directly or indirectly, use or disclose any Confidential Information (as defined below) except in furtherance of your duties and responsibilities as an employee of a member of the Affiliated Group in the ordinary course of business, (ii) not to, directly or indirectly, use or disclose any Confidential Information for the benefit of a party other than a member of the Affiliated Group, and (iii) comply with all policies of the Affiliated Group relating to the use and disclosure of Confidential Information. For purposes of this Award Agreement, “Confidential Information” means any and all trade secrets or confidential, proprietary or nonpublic information (whether verbal, written, electronic or in any other medium and all copies thereof) of a member of the Affiliated Group or any of their clients or customers. Without limiting the generality of the foregoing, Confidential Information shall include, but not be limited to, financial information or data, business plans or strategies, planned products or services, records and analyses, client or customer plans or requirements, and the business or affairs of any member of the Affiliated Group or any of their respective clients or customers that any of them may reasonably regard as confidential or proprietary; and

Confidentiality and Restrictive Covenants. You acknowledge and agree that the Award has been conditioned upon your compliance with (and no Restricted Shares shall vest or become transferable by you hereunder unless you have complied and continue to comply with) the provisions of this paragraph (12). In consideration of your eligibility to receive the Award contemplated by this Award Agreement and any cash award under the Company’s Short Term Incentive Compensation (“STIC”) Plan and by executing (in writing or by electronic means) the Confirmation of Acceptance endorsement of this Award Agreement, you further acknowledge and agree as follows: (a) The Company or its subsidiaries or affiliates (collectively, the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, the Affiliated Group, Group which, as a result or in furtherance of your employment with one or more members of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member of the Affiliated Group has a legitimate and protectable interest in their respective clients, customers and employees with whom each member of the Affiliated Group has established significant business relationships; and (b) During the period of your employment with any member of the Affiliated Group and at all times thereafter, you covenant and agree (i) not to, directly or indirectly, use or disclose any Confidential Information (as defined below) except in furtherance of your duties and responsibilities as an employee of a member of the Affiliated Group in the ordinary course of business, (ii) not to, directly or indirectly, use or disclose any Confidential Information for the benefit of a party other than a member of the Affiliated Group, and (iii) comply with all policies of the Affiliated Group relating to the use and disclosure of Confidential Information. For purposes of this Award Agreement, “Confidential Information” means any and all trade secrets or confidential, proprietary or nonpublic information (whether verbal, written, electronic or in any other medium and all copies thereof) of a member of the Affiliated Group or any of their clients or customers. Without limiting the generality of the foregoing, Confidential Information shall include, but not be limited to, financial information or data, business plans or strategies, planned products or services, records and analyses, client or customer plans or requirements, and the business or affairs of any member of the Affiliated Group or any of their respective clients or customers that any of them may reasonably regard as confidential or proprietary; and

Confidentiality and Restrictive Covenants. You acknowledge Executive hereby acknowledges that, by virtue of his unique relationship with the Bakery Group and agree that the Award has been conditioned upon your compliance with (and no Restricted Shares shall vest or become transferable by you hereunder unless you have complied and continue to comply with) the provisions of this paragraph (12). In consideration of your eligibility to receive the Award contemplated by this Award Agreement and any cash award under the Company’s Short Term Incentive Compensation (“STIC”) Plan , Executive will acquire and by executing (in writing or by electronic means) the Confirmation of Acceptance endorsement of this Award Agreement, you further acknowledge and agree as follows: (a) The Company or its subsidiaries or affiliates (collectively, the “Affiliated Group”) have spent extensive time, effort and resources developing and maintaining personal contacts and relationships with clients and customers of, and training and maintaining a stable workforce at, the Affiliated Group, which, as a result or in furtherance of your employment with one or more members of the Affiliated Group, you have or will have knowledge of, access to or contact or dealings with. In addition, each member of the Affiliated Group has a legitimate and protectable interest in their respective clients, customers and employees with whom each member of the Affiliated Group has established significant business relationships; and (b) During the period of your employment with any member of the Affiliated Group and at all times thereafter, you covenant and agree (i) not to, directly or indirectly, use or disclose any Confidential Information (as defined below) except in furtherance of your duties and responsibilities as an employee of will also develop a member unique and comprehensive familiarity with the Company and its business, which Executive would not have otherwise had but for his employment with the Company, and which Executive acknowledges are valuable assets of the Affiliated Group Company. Accordingly, Executive agrees to undertake the following obligations, which he acknowledges are reasonably designed to protect the legitimate business interests of the Company, without unreasonably restricting his post-employment opportunities: (a) At all times during his Employment Period and thereafter, Executive will maintain the confidentiality of all information in whatever form concerning the ordinary course Company or any of businessits affiliates relating to its or their businesses, tax strategies and tax positions, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside the Company (ii) not tocollectively “Confidential Information”), and Executive will not, directly or indirectly, make any disclosure thereof to anyone, or make any use thereof, on his own behalf or on behalf of any third party, unless (i) such Confidential Information has theretofore been publicly disclosed by another person not under an obligation to keep such information confidential, (ii) Executive is required by law, in a legal proceeding or otherwise, to disclose any such Confidential Information for the benefit of a party other than a member of the Affiliated GroupInformation, and or (iii) comply with all policies Executive is specifically requested by or agreed to in writing by an executive officer of the Affiliated Group relating to Company. (b) Executive agrees that, during the use Employment Period and disclosure for two years thereafter, Executive: (i) will not, without the prior written consent of Confidential Informationthe Company, either alone or through others directly, solicit for employment or assist or encourage the solicitation for employment, any employee of the Company, or any of its operating divisions, subsidiaries or affiliates, including, without limitation, the Bakery Group; and (ii) will not, without the prior written consent of the Company, directly or indirectly counsel, advise, perform services for, or be employed by, or otherwise engage or participate in any Competing Business (regardless of whether Executive receives any compensation of any kind). For purposes of this Award Agreement, a “Confidential InformationCompeting Business” means shall mean any and all trade secrets person, firm, corporation or confidentialentity engaged in, proprietary or nonpublic information (whether verbalconducting business, writtenwhich is the same as, electronic or in any other medium and all copies thereof) of a member of competing with, the Affiliated bakery business being conducted by the Bakery Group or any of their clients its subsidiaries, divisions or customers. Without limiting affiliates, other than passive ownership of less that 5% of a Competing Business. (c) The parties agree that in the generality event any of the foregoingprohibitions or restrictions set forth in this Section 6 are found by a court or arbitrator of competent jurisdiction to be unreasonable or otherwise unenforceable, Confidential Information shall include, but not be limited to, financial information or data, business plans or strategies, planned products or services, records it is the purpose and analyses, client or customer plans or requirements, and the business or affairs of any member intent of the Affiliated Group or any of their respective clients or customers parties that any of them such prohibitions or restrictions be deemed modified or limited so that, as modified or limited, such prohibitions or restrictions may reasonably regard as confidential or proprietary; andbe enforced to the fullest extent possible.