8. Adjustments. The PBRSUs and the number of shares of Stock issuable for each PBRSU and the other terms and conditions of the grant evidenced by this Agreement are subject to mandatory adjustment, including as provided in Section 5.5 of the Plan. No other adjustments are permitted.
9. Withholding Taxes. As a condition of any payment made to or any benefit realized by the Grantee or any other person under this Agreement, to the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with such payment or benefit, the Company shall withhold any such taxes or other amounts at the maximum applicable level in accordance with applicable law, rules and regulations then in effect.
10. Noncompetition. In consideration for receiving this award, the Grantee agrees that, from the Date of Grant until the earlier to occur of the one-year anniversary of (a) the Grantees termination of employment for any reason and (b) the Vesting Date (the Restricted Period), the Grantee shall not be an executive officer, board member, 5% or greater owner or partner, or employee of a food company that materially competes with the Company and has annual revenues over $1 billion. The Grantee agrees that retention of the benefits of this award are subject to the covenant contained in this Section 10, and that any breach of the covenant contained in this Section 10 will irreparably injure the Company, and accordingly the Company may, in addition to pursing any other remedies available at law or in equity, obtain injunctive relief against the Grantee from any court having jurisdiction over the matter located in the State of Illinois, restraining any further violation of such provisions by the Grantee. The parties mutually agree to submit themselves to the jurisdiction of such courts and waive any objection on the basis of jurisdiction or venue. Any other dispute over such covenant, including the ultimate merits of such a dispute, shall be decided in arbitration with the Company. The Grantee acknowledges and agrees that the provisions contained in this Section 10 are reasonable and valid in duration and scope and in all other respects. If any court of competent jurisdiction as set forth above or panel of arbitrators selected by the parties determines that any provision of this Section 10 is unenforceable because of the duration or scope of such provision, such court/panel shall have the power to reduce the scope or duration of such provision, or otherwise amend or restate such provision, as the case may be, and, in its reduced, amended, or restated form, such provision shall then be enforceable. The parties agree that such reduction, amendment, or restatement should be consistent with the parties intention that the Companys legitimate business interests in fair competition, and in the preservation of the Companys goodwill and proprietary information, be protected.
11. Compliance With Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.
12. Compliance With or Exemption From Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the