Kohl's 2012 Annual Report Download - page 102

Download and view the complete annual report

Please find page 102 of the 2012 Kohl's annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 164

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164

11
ARTICLE VI
BUSINESS IDEAS; NON-DISPARAGEMENT
6.1 Assignment of Business Ideas. Executive shall immediately disclose to the Company a list
of all inventions, patents, applications for patent, copyrights, and applications for copyright in which
Executive currently holds an interest. The Company will own, and Executive hereby assigns to the
Company, all rights in all Business Ideas. All Business Ideas which are or form the basis for
copyrightable works shall be considered “works for hire” as that term is defined by United States
Copyright Law. Any works that are not found to be “works for hire” are hereby assigned to the Company.
While employed by the Company and for one (1) year thereafter, Executive will promptly disclose all
Business Ideas to the Company and execute all documents which the Company may reasonably require to
perfect its patent, copyright and other rights to such Business Ideas throughout the world. After
Executive's employment with the Company terminates, for whatever reason, Executive will cooperate
with the Company to assist the Company in perfecting its rights to any Business Ideas including executing
all documents which the Company may reasonably require. For purposes of this Article VI, the term
“Company” means Kohl's Department Stores, Inc. and its parent companies, subsidiaries and other
affiliates.
6.2 Business Ideas. The term “Business Ideas” as used in this Agreement means all ideas,
inventions, data, software, developments and copyrightable works, whether or not patentable or
registrable, which Executive originates, discovers or develops, either alone or jointly with others while
Executive is employed by the Company and for one (1) year thereafter and which are (a) related to any
business known by Executive to be engaged in or contem-plated by the Company, (b) originated,
discovered or developed during Executive's working hours during his employment with the Company, or
(c) originated, discovered or developed in whole or in part using materials, labor, facilities, Confidential
Information, Trade Secrets, or equipment furnished by the Company.
6.3 Non-Disparagement. Executive agrees not to engage at any time in any form of conduct or
make any statements or representations, or direct any other person or entity to engage in any conduct or
make any statements or representations, that disparage, criticize or otherwise impair the reputation of the
Company, its affiliates, parents and subsidiaries and their respective past and present officers, directors,
stockholders, partners, members, agents and employees. Nothing contained in this Section 6.3 shall
preclude Executive from providing truthful testimony or statements pursuant to subpoena or other legal
process or in response to inquiries from any government agency or entity.
ARTICLE VII
EMPLOYEE NON-SOLICITATION
During the term of Executive's employment with the Company and for one (1) year thereafter,
Executive shall not directly or indirectly encourage any Company employee to terminate his employment
with the Company unless Executive does so in the course of performing his duties for the Company and
such encouragement is in the Company's best interests. For purposes of this Article VII, the term
“Company” means Kohl's Department Stores, Inc. and its parent companies, subsidiaries and other
affiliates.