Kohl's 2012 Annual Report Download - page 101

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marketing plans and strategies, advertising plans and strategies, product development techniques and
plans, business acquisition and divestiture plans, resources, sources of supply, suppliers and supplier
contractual relationships and terms, technical processes, designs, inventions, research programs and
results, source code, short-term and long-range planning, projections, information systems, sales
objectives and performance, profits and profit margins, and seasonal plans, goals and objectives.
(c) Exclusions. Notwithstanding the foregoing, the terms “Trade Secret” and
“Confidential Information” shall not include, and the obligations set forth in this Article IV shall not apply
to, any information which: (i) can be demonstrated by Executive to have been known by Executive prior
to Executive's employment by the Company; (ii) is or becomes generally available to the public through
no act or omission of Executive; (iii) is obtained by Executive in good faith from a third party who
discloses such information to Executive on a non-confidential basis without violating any obligation of
confidentiality or secrecy relating to the information disclosed; or (iv) is independently developed by
Executive outside the scope of Executive's employment without use of Confidential Information or Trade
Secrets.
ARTICLE V
RESTRICTED SERVICES OBLIGATION
5.1 Acknowledgments. Executive acknowledges and agrees that the Company is one of the
leading retail companies in the United States, with department stores throughout the United States, and
that the Company compensates executives like Executive to, among other things, develop and maintain
valuable goodwill and relationships on the Company's behalf (including relationships with customers,
suppliers, vendors, employees and other associates) and to maintain business information for the
Company's exclusive ownership and use. As a result, Executive acknowledges and agrees that the
restrictions contained in this Article V are reasonable, appropriate and necessary for the protection of the
Company's goodwill, customer, supplier, vendor, employee and other associate relationships and
Confidential Information and Trade Secrets. Executive further acknowledges and agrees that the
restrictions contained in this Article V will not pose an undue hardship on Executive or Executive's ability
to find gainful employment. For purposes of this Article V, the term “Company” means Kohl's
Department Stores, Inc. and its parent companies, subsidiaries and other affiliates.
5.2 Restricted Services Obligation. During the Initial Term and the Renewal Term and for the
one (1) year period following termination, for whatever reason, of Executive's employment with the
Company, Executive will not, directly or indirectly, provide Restricted Services (defined below) for or on
behalf of any Competitive Business (defined below) or directly or indirectly, provide any Competitive
Business with any advice or counsel in the nature of the Restricted Services.
5.3 Definitions. For purposes of this Article V, the following are defined terms:
(a) Restricted Services. “Restricted Services” shall mean services of any kind
or character comparable to those Executive provided to the Company during the eighteen (18)
month period immediately preceding Executive's last date of employment with the Company.
(b) Competitive Business. “Competitive Business” shall mean each of the following
entities: J.C. Penney Company, Inc., Macy's, Inc., The Gap, Inc., Target Corporation, Sears Holdings
Corporation, and any successors, subsidiaries or affiliates of these entities engaged in the operation of
national retail department stores.