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Marc Powers
October 16, 2014
Page 3
are properly subject to protection through the covenants contained in this letter. Consequently, you agree that for a
period of twenty-four (24) months subsequent to your termination of employment from the Company for any reason,
you will not, without the prior written consent of the Executive Vice President – Human Resources, in the United States,
Canada, Mexico, or any other country in which the Company is conducting or has conducted business during your
employment, enter into or maintain an employment, contractual, or other business or professional relationship, either
directly or indirectly, to provide executive or managerial services of the type conducted, authorized, offered or provided
by you for the Company to the following businesses that compete with the Company: Lowe’s Companies, Inc. (including,
but not limited to, Eagle Hardware and Garden and Orchard Supply and Hardware Company); Sears Holding Corp.;
Amazon.com; Menard, Inc.; Floor & Décor; Ace Hardware; True Value Company; Lumber Liquidators; and Wal-Mart,
and all of the subsidiaries, affiliates, assigns or successors in interest of each of these competing businesses.
In the event you wish to enter into any relationship or employment prior to the end of the above-referenced 24 month
period which may be covered by the above non-compete provision, you agree to request and receive written permission
from the Executive Vice President – Human Resources before entering any such relationship or employment. The
Company may approve or may not approve of the relationship or employment in its sole and absolute discretion.
You agree that during your employment with the Company and for a period of thirty-six (36) months subsequent to
your termination of employment for any reason, you will not, without prior written approval from the Executive Vice
President – Human Resources, directly or indirectly solicit or encourage any person who is an employee of the Company,
its parents, subsidiaries, affiliates or related entities to terminate his or her relationship with the Company, its parents,
subsidiaries, affiliates or related entities or refer any such employee to anyone outside of the Company for the purpose
of seeking, obtaining, or entering into an employment or other business relationship.
You acknowledge and agree that each of the covenants in this letter is reasonable and valid in time and scope and in
all other respects, and that it is the parties’ intention that such covenants be enforced in accordance with their terms to
the maximum extent permitted by law. Each of the covenants shall be considered and construed as a separate and
independent covenant. If any of the provisions of such covenants should ever be held by a court of competent jurisdiction
to exceed the scope permitted by applicable law, such provision or provisions shall be automatically modified to such
lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business
interests and may be enforced by the Company to that extent in the manner described above and all other provisions
of this letter shall be valid and enforceable.
As a condition to your offer and your employment, you must take and pass a drug test. A positive drug test will result
in the termination of your employment. Drug testing must be done within 48 hours from receipt of this letter.
This letter should not be construed, nor is it intended to be a contract of employment for a specified period of time, and
the Company reserves the right to terminate your employment with or without cause at any time. This letter supersedes
any prior employment agreement or understandings, written or oral between you and the Company and contains the
entire understanding of the Company and you with respect to the subject matter hereof.
This letter shall be construed, interpreted and applied in accordance with the law of the State of Georgia, without giving
effect to any choice of law provisions thereof that would require the application of any other jurisdiction’s