unconditionally fully and forever waives, releases and discharges MG from any and all claims, whether known or unknown, from the beginning of time to the date of Cofers execution of this Agreement, arising under the Age Discrimination in Employment Act (ADEA), as amended, and its implementing regulations.
5. Right to Participate in Agency Proceedings: Nothing in this Agreement is intended to limit or impair in any way Cofers right to file a charge with the U.S. Equal Employment Opportunity Commission (EEOC) or comparable state and local fair employment practices agencies (FEPAs), or Cofers right to participate in any such charge filed with such agencies.
6. Cooperation: The Parties agree that certain matters in which Cofer has been involved during his employment may necessitate Cofers cooperation with MG in the future. Accordingly, for a period of two (2) years following the Termination Date, to the extent reasonably requested by MG and upon reasonable notice, Cofer shall cooperate with MG in connection with matters arising out of Cofers service to the Employer, including those legal matters, both known and unknown, about which Cofer has personal knowledge and/or may be called as a witness; provided that MG shall make reasonable efforts to minimize disruption of Cofers other activities. MG shall reimburse Cofer for reasonable expenses incurred in connection with his cooperation, including loss of time.
7. Restrictive Covenants:
(a) Non-Competition: Cofer understands and agrees that the nature of his position with MG gave him access to and knowledge of highly confidential information and trade secrets of MG, and placed him in a position of trust and confidence with MG. Because of MGs legitimate business interests and in consideration for MGs payment/provision to Cofer of the amounts and benefits provided in Section 3 above, Cofer agrees that he will not engage in Prohibited Conduct for the twelve (12)-month period following the Termination Date (Restricted Period).
(i) For purposes of this non-compete clause, Prohibited Conduct is conduct in which Cofer contributes his knowledge of confidential or proprietary information obtained during his employment with MG, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, officer, volunteer, intern or any other similar capacity to a Listed Competitor without the written consent of MGs Executive Vice President Global Human Resources, or designee, such consent to be provided by MG at its sole and absolute discretion, except that such consent shall not unreasonably be withheld.
(ii) For purposes of this non-compete clause, Listed Competitors include the following companies: PepsiCo, Inc., Campbell Soup Company, The Coca-Cola Company, Kellogg Company, Mars, Inc., Nestle S.A., Ferrero Rocher, General Mills, Inc., The Hershey Company, Groupe Danone, Perfetti Van Melle, Arcor, Unilever Group, Lindt & Sprungli AG, and Yildiz Holding A.S., or any subsidiaries, affiliates or subsequent parent or merger partner, if any of these companies are acquired or become part of a merger. For purposes of this Agreement, affiliate of a specified person or entity means a person or entity that directly or indirectly controls, is controlled by, or is under common control with, the person or entity specified. Nothing contained
COFER SEPARATION AGREEMENT
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