Kohl's 2012 Annual Report Download - page 118

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10
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. 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