Kohl's 2014 Annual Report Download - page 67

40-day period following the date of termination of employment spans two different calendar years, in which case such payment(s) or benefit(s) will not
commence until the later calendar year during the 40-day period.
ARTICLE IV
CONFIDENTIALITY
4.1 Acknowledgments. Executive acknowledges and agrees that, as an integral part of its business, the Company has expended a great deal of time,
money and effort to develop and maintain confidential, proprietary and trade secret information to compete against similar businesses and that this
information, if misused or disclosed, would be harmful to the Company's business and competitive position in the marketplace. Executive further
acknowledges and agrees that in Executive's position with the Company, the Company provides Executive with access to its confidential, proprietary and
trade secret information, strategies and other confidential business information that would be of considerable value to competitive businesses. As a result,
Executive acknowledges and agrees that the restrictions contained in this Article IV are reasonable, appropriate and necessary for the protection of the
Company's confidential, proprietary and trade secret information. For purposes of this Article IV, the term “Company” means Kohl's Department Stores, Inc.
and its parent companies, subsidiaries and other affiliates.
4.2. Confidentiality Obligations. During the term of Executive's employment under this Agreement, Executive will not directly or indirectly use or
disclose any Confidential Information or Trade Secrets (defined below) except in the interest and for the benefit of the Company. After the termination, for
whatever reason, of Executive's employment with the Company, Executive will not directly or indirectly use or disclose any Trade Secrets unless such
information ceases to be deemed a Trade Secret by means of one of the exceptions set forth in Section 4.3(c), below. For a period of two (2) years following
termination, for whatever reason, of Executive's employment with the Company, Executive will not directly or indirectly use or disclose any Confidential
Information, unless such information ceases to be deemed Confidential Information by means of one of the exceptions set forth in Section 4.3(c), below.
4.3 Definitions.
(a) Trade Secret. The term “Trade Secret” shall have that meaning set forth under applicable law. This term is deemed by the Company to
specifically include all of Company's computer source, object or other code and any confidential information received from a third party with whom the
Company has a binding agreement restricting disclosure of such confidential information.
(b) Confidential Information. The term “Confidential Information” shall mean all non-Trade Secret or proprietary information of the
Company which has value to the Company and which is not known to the public or the Company's competitors, generally, including, but not limited to,
strategic growth plans, pricing policies and strategies, employment records and policies, operational methods, 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.