THE GROSS-UP PAYMENT PROVIDED
FOR IN THIS CLAUSE (B) ONLY IN THE SPECIFIC CIRCUMSTANCES PROVIDED FOR HEREIN.
(C)
KRAFT AGREES THAT IF DEFERRAL OF A PAYMENT OR BENEFIT IS REQUIRED
FOR MORE THAN ONE (1) YEAR PURSUANT TO CLAUSE (A) ABOVE IN ORDER TO COMPLY WITH
SECTION 409A(A)(V)(B)(I), IT WILL PROVIDE SUCH PAYMENT
PLUS INTEREST AT THE
RATE OF THE THEN CURRENT PUBLISHED FEDERAL SHORT-TERM RATE.
18.
IN NO EVENT WILL MR. DEROMEDI BE OBLIGATED TO SEEK OTHER
EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY OF MITIGATION OF THE AMOUNTS PAYABLE
UNDER THIS AGREEMENT.
THERE WILL BE NO OFFSET BY KRAFT AGAINST MR. DEROMEDI'S
ENTITLEMENTS UNDER THIS AGREEMENT FOR ANY COMPENSATION OR OTHER AMOUNTS THAT HE
EARNS FROM SUBSEQUENT EMPLOYMENT OR ENGAGEMENT OF HIS SERVICES OR ON ACCOUNT OF
ANY CLAIM THAT KRAFT MAY HAVE AGAINST HIM.
IN NO EVENT WILL KRAFT HAVE A RIGHT
OF OFFSET AGAINST ANY ACCOUNT THAT MR. DEROMEDI MAINTAINS WITH KRAFT ON ACCOUNT
OF ANY CLAIMS ARISING UNDER THIS AGREEMENT.
19.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND WILL SUPERSEDE ALL PRIOR
AGREEMENTS, WHETHER WRITTEN OR ORAL, WITH RESPECT THERETO.
IN THE EVENT OF ANY
INCONSISTENCY
BETWEEN
THE TERMS OF THIS AGREEMENT
AND THE TERMS OF ANY OTHER
KRAFT PLAN, POLICY, EQUITY GRANT, ARRANGEMENT OR AGREEMENT MR. DEROMEDI,
THE
PROVISIONS MOST FAVORABLE TO MR. DEROMEDI WILL GOVERN.
15
20.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICT OF LAWS.
21.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL
OR UNENFORCEABLE (IN WHOLE OR PART), SUCH PROVISION WILL BE DEEMED MODIFIED TO
THE EXTENT, BUT ONLY TO THE EXTENT, OF SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY AND THE REMAINING PROVISIONS WILL NOT BE AFFECTED THEREBY.
IF
AT ANY TIME ANY PROVISION OF THIS AGREEMENT IS OR BECOMES ILLEGAL, INVALID OR
UNENFORCEABLE IN ANY RESPECT UNDER THE LAW OF ANY JURISDICTION, NEITHER (I) THE
LEGALITY, VALIDITY OR ENFORCEABILITY IN THAT JURISDICTION OF ANY OTHER
PROVISIONS OF THIS AGREEMENT NOR (II) THE LEGALITY, VALIDITY OR ENFORCEABILITY
UNDER THE LAW OF ANY OTHER JURISDICTION OF THAT OR ANY OTHER PROVISIONS OF THIS
AGREEMENT, WILL BE AFFECTED OR IMPAIRED.
22.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT WILL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE
SUCCESSORS, HEIRS (IN MR. DEROMEDI'S CASE), LEGAL REPRESENTATIVES (IN MR.
DEROMEDI'S CASE) OR ASSIGNS.
KRAFT WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT
OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF KRAFT TO ASSUME AND AGREE TO
PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT KRAFT
WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
AS USED
IN THIS AGREEMENT, "KRAFT" WILL MEAN KRAFT AS DEFINED ABOVE AND ANY SUCCESSOR TO
ITS BUSINESS AND/OR ASSETS WHICH ASSUMES AND