Home Depot 2015 Annual Report Download - page 80

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(c) Executive acknowledges that through Executive’s employment with the Company, Executive
acquired and had access to confidential and proprietary information concerning the performance and
qualifications of Company employees. Accordingly, Executive agrees that on or before February 1,
2018, the Executive will not directly or indirectly, on his or her own behalf or on behalf of any other
entity or person, Solicit any person who is an employee of Company, its parents, subsidiaries, affiliates
or related entities, with whom Executive had material contact during Executive’s employment, or
with respect to whom Executive obtained or had access to Confidential Information, to terminate his
or her relationship with Company, its parents, subsidiaries, affiliates or related entities, or to refer
any such employee to anyone, without prior written approval from Company’s Executive Vice
President, Human Resources. For purposes of this paragraph, “Solicit” shall include any solicitation,
enticement, or encouragement whatsoever, regardless of which party initiated the initial contact, as
well as any direct or indirect involvement in the recruitment, referral, interviewing, hiring, or setting
of the initial terms and conditions of employment.
(d) Executive acknowledges that the covenants in this paragraph: (i) are reasonable, appropriate,
necessary, and narrowly tailored to protect the legitimate business interests of Company, its parents,
subsidiaries, affiliates, and related entities; (ii) are reasonable in terms of time, geographic scope, and
activities restricted; (iii) are designed to prevent unfair competition and not to stifle the inherent skill
and experience of Executive; (iv) will not interfere with Executive’s ability to earn a livelihood; and
(v) do not confer a benefit upon Company disproportionate to the detriment to Executive. Executive
acknowledges that if the Executive were to breach any of the covenants in this paragraph, such breach
would result in immediate and irreparable harm to Company that cannot be adequately or reasonably
compensated at law. Accordingly, Executive agrees that Company shall be entitled, if any such breach
shall occur or be threatened or attempted, if it so elects, to seek from a court a temporary, preliminary,
and permanent injunction, without being required to post a bond, enjoining and restraining such
breach or threatened or attempted breach by Executive. In addition, the Company will be entitled to
recover its reasonable attorney fees if it succeeds in obtaining an injunction against Executive for
breach or threatened breach of this paragraph or otherwise proving in court that Executive violated
any provision of this paragraph.
10. Breach by Executive. Company’s obligations to Executive under this Agreement are contingent on Executive’s
performance of the Executive’s obligations under this Agreement. Any breach by Executive of the terms of this
Agreement, including but not limited to the terms of Paragraphs 8 and 9, will result in the immediate cessation of any
payments set forth in Paragraph 2 and the immediate cancellation of all Executive’s outstanding equity awards,
including any unvested equity with respect to which Executive has satisfied the retirement vesting criteria under the
terms of the original equity grant. The Company will also be entitled to all its other remedies allowed in law or equity,
including but not limited to the return of any payments that it made to Executive under this Agreement and the return
to Company of any