Home Depot 2015 Annual Report Download - page 71

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Marc Powers
October 16, 2014
Page 2
You will also continue to be eligible to participate in The Home Depot Deferred Compensation Plan for Officers. This
plan affords you the opportunity to defer up to 50% of your base salary and 100% of your MIP payment into the plan.
The terms of your annual base salary, the MIP and other benefits set forth herein are subject to future modification or
termination at the Company’s discretion. All compensation and benefits are subject to any required tax withholding.
You agree that you shall not, without the prior express written consent of the Executive Vice President – Human
Resources, engage in or have any financial or other interests in, or render any service in any capacity to any competitor
or supplier of the Company, or its parents, subsidiaries, affiliates, or related entities during the course of your employment
with the Company. Notwithstanding the foregoing, you shall not be restricted from owning securities of corporations
listed on a national securities exchange or regularly traded by national securities dealers, provided that such investment
does not exceed 1% of the market value of the outstanding securities of such corporation. The provisions of this
paragraph shall apply to you and your immediate family.
You agree that you will not, directly or indirectly, use any Confidential Information on your own behalf or on behalf
of any person or entity other than the Company, or reveal, divulge, or disclose any Confidential Information to any
person or entity not expressly authorized by the Company to receive such Confidential Information, unless compelled
by law and then only after written notice to Company’s Executive Vice President – Human Resources. This obligation
shall remain in effect, both during and after your employment, for as long as the information or materials in question
retain their status as Confidential Information. This letter is not intended to, and does not, alter either the Company’s
rights or your obligations under any state or federal statutory or common law regarding trade secrets and unfair trade
practices. For purposes of this letter, “Confidential Information” means any and all data and information relating to
the Company, its parents, subsidiaries, affiliates or related entities, or their activities, business, or clients that (i) is
disclosed to you or of which you become aware as a consequence of your employment with the Company; (ii) has
value to the Company; and (iii) is not generally known outside of the Company. Confidential Information shall include,
but is not limited to the following types of information regarding, related to, or concerning the Company: trade secrets
(as defined by O.C.G.A. § 10-1-761); financial plans and data; management planning information; business plans;
operational methods; market studies; marketing plans or strategies; pricing information; product development
techniques or plans; customer files, data and financial information; data security information; details of customer or
vendor contracts; current and anticipated customer requirements; past, current and planned research and development;
computer aided systems, software, strategies and programs; business acquisition plans; management organization and
related information (including, without limitation, data and other information concerning the compensation and benefits
paid to officers, directors, employees and management); personnel and compensation policies; new personnel
acquisition plans; and other similar information.
By accepting this offer, you acknowledge and agree that you, as a key executive of the Company, have received and
will receive training and Confidential Information regarding, among other things, the Company’s various
merchandising, operations, financial, and/or other business processes, and that you have been and will be provided and
entrusted with access to the Company’s customer and employee relationships and goodwill. You further acknowledge
that such Confidential Information, including trade secrets and other business processes, are utilized by the Company
throughout the entire United States and in other locations in which it conducts business. You further acknowledge and
agree that the Company’s Confidential Information, customer, vendor and employee relationships, and goodwill are
valuable assets of the Company and are legitimate business interests that