Kohl's 2014 Annual Report Download - page 68

(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.
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