Common use of Recoupment of Proceeds Clause in Contracts

Recoupment of Proceeds. If the Participant violates any agreement between the Participant 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: (i) the Company shall have the right, at its discretion, to recoup any PSP Award Share Payout made 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 Participant’s termination of employment; and (ii) if the Participant has sold any portion of the PSP Award Share Payout made 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 Participant’s termination of employment, the Participant shall 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 Participant under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or recoupment of compensation. The Participant further agrees that by accepting the PSP Award, the Participant authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant pursuant to this Section III from any amounts payable by or on behalf of the Company or any Affiliate to the Participant, including, without limitation, any amount payable to the Participant as salary, wages, vacation pay, bonus or the settlement of the PSP Award or any stock-based 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 Participant shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant or any other remedy.

Recoupment of Proceeds. If the Participant violates any agreement between the Participant 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: (i) the Company shall have the right, at its discretion, (i) to recoup any PSP Award Share Payout made 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 Participant’s termination of employment; and (ii) if the Participant has sold any portion of the PSP Award Share Payout made 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 Participant’s termination of employment, to require the Participant shall 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 Participant under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or recoupment of compensation. The Participant further agrees that by accepting the PSP Award, the Participant authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant pursuant to this Section III from any amounts payable by or on behalf of the Company or any Affiliate to the Participant, including, without limitation, any amount payable to the Participant as salary, wages, vacation pay, bonus or the settlement of the PSP Award or any stock-based 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 Participant shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant or any other remedy. APPENDIX B ADDITIONAL TERMS AND CONDITIONS OF THE PSP AWARD AGREEMENT TERMS AND CONDITIONS This Appendix B includes additional terms and conditions that govern the PSP Award granted to the Participant under the 2012 Plan if he or she resides in one of the countries listed below at the time of grant. Certain capitalized terms used but not defined in this Appendix B have the meanings set forth in the 2012 Plan and/or the PSP Award Agreement (the “Agreement”).

Recoupment of Proceeds. If the Participant Optionee violates any agreement between the Participant Optionee 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: (i) the Company shall have the right, at its discretion, to recoup or terminate any PSP Award Share Payout made Option Shares that vested 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 ParticipantOptionee’s termination of employment; and (ii) if the Participant Optionee has sold exercised any portion of the PSP Award Share Payout made Option Shares that vested in the 12 months preceding either (A) preceding the date on which the Company first became aware of such violation or (B) the date of the ParticipantOptionee’s termination of employment, the Participant Optionee shall immediately remit a cash payment to the Company equal up to (but not in excess to) the gross proceeds difference between the Xxxxx Xxxxx and the market price of such saleeach Option Share on the date of exercise. 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 Participant Optionee under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or recoupment of compensation. The Participant Optionee further agrees that by accepting the PSP AwardOption, the Participant Optionee authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant Optionee pursuant to this Section III from any amounts payable by or on behalf of the Company or any Affiliate to the ParticipantOptionee, including, without limitation, any amount payable to the Participant Optionee as salary, wages, vacation pay, bonus or the settlement of the PSP Award any exercised Option Shares or any stock-based 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 Participant Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant Optionee or any other remedy.

Recoupment of Proceeds. If the Participant Optionee violates any agreement between the Participant Optionee 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: (i) the Company shall have the right, at its discretion, (i) to recoup or terminate any PSP Award Share Payout made Option Shares that vested 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 ParticipantOptionee’s termination of employment; and (ii) if the Participant Optionee has sold exercised any portion of the PSP Award Share Payout made Option Shares that vested in the 12 months preceding either (A) preceding the date on which the Company first became aware of such violation or (B) the date of the ParticipantOptionee’s termination of employment, to require the Participant shall Optionee to immediately remit a cash payment to the Company equal up to (but not in excess to) the gross proceeds difference between the Xxxxx Xxxxx and the market price of such saleeach Option Share on the date of exercise. 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 Participant Optionee under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or recoupment of compensation. The Participant Optionee further agrees that by accepting the PSP AwardOption, the Participant Optionee authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant Optionee pursuant to this Section III from any amounts payable by or on behalf of the Company or any Affiliate to the ParticipantOptionee, including, without limitation, any amount payable to the Participant Optionee as salary, wages, vacation pay, bonus or the settlement of the PSP Award any exercised Option Shares or any stock-based 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 Participant Optionee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant Optionee or any other remedy. APPENDIX B ADDITIONAL TERMS AND CONDITIONS OF THE KRAFT FOODS GROUP, INC. 2012 PERFORMANCE INCENTIVE PLAN GLOBAL STOCK OPTION AWARD AGREEMENT TERMS AND CONDITIONS This Appendix B includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if he or she resides in one of the countries listed below at the time of grant. Certain capitalized terms used but not defined in this Appendix B have the meanings set forth in the Plan and/or the Agreement.

Recoupment of Proceeds. If the Participant Employee violates any agreement between the Participant 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: (i) the Company shall have the right, at its discretion, to recoup any PSP Award Share Payout made 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 ParticipantEmployee’s termination of employment; and (ii) if the Participant Employee has sold any portion of the PSP Award Share Payout made 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 Participant’s Employee termination of employment, the Participant Employee shall 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 Participant Employee under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or recoupment of compensation. The Participant Employee further agrees that by accepting the PSP Award, the Participant Employee authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant Employee pursuant to this Section III from any amounts payable by or on behalf of the Company or any Affiliate to the ParticipantEmployee, including, without limitation, any amount payable to the Participant Employee as salary, wages, vacation pay, bonus or the settlement of the PSP Award Restricted Shares or any stock-based 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 Participant Employee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant Employee or any other remedy.

Recoupment of Proceeds. If the Participant Employee violates any agreement between the Participant 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: (i) the Company shall have the right, at its discretion, (i) to recoup any PSP Award Share Payout made 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 ParticipantEmployee’s termination of employment; and (ii) if the Participant Employee has sold any portion of the PSP Award Share Payout made 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 Participant’s Employee termination of employment, to require the Participant shall 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 Participant Employee under any statute, regulation or Company policy, as in effect from time to time, relating to the forfeiture or recoupment of compensation. The Participant Employee further agrees that by accepting the PSP Award, the Participant Employee authorizes the Company and its affiliates to deduct any amount or amounts owed by the Participant Employee pursuant to this Section III from any amounts payable by or on behalf of the Company or any Affiliate to the ParticipantEmployee, including, without limitation, any amount payable to the Participant Employee as salary, wages, vacation pay, bonus or the settlement of the PSP Award Restricted Shares or any stock-based 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 Participant Employee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Participant Employee or any other remedy. APPENDIX B ADDITIONAL TERMS AND CONDITIONS OF THE KRAFT FOODS GROUP, INC. 2012 PERFORMANCE INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS This Appendix B includes additional terms and conditions that govern the Restricted Shares granted to the Employee under the Plan if he or she resides in one of the countries listed below at the time of grant. Certain capitalized terms used but not defined in this Appendix B have the meanings set forth in the Plan and/or the Agreement.