Home Depot 2015 Annual Report Download - page 81

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Page 8 of 11
proceeds Executive received from stock options exercised or restricted stock sold after February 1, 2016, to the extent
permitted under federal, state and local law.
11. Executive Availability. Executive agrees to make himself reasonably available to Company to respond to
requests by Company for information pertaining to or relating to Company and its affiliates, subsidiaries, agents,
officers, directors or employees which may be within the knowledge of Executive to the extent that such cooperation
does not interfere with Executive’s ability to perform his or her current job, in which case Executive and Company
would mutually agree upon the timing and extent of Executive’s availability. However, Executive agrees to cooperate
fully with Company in connection with any and all existing or future litigation, charges, or investigations brought by
or against Company or any of its past or present affiliates, agents, officers, directors or employees, whether
administrative, civil or criminal in nature; but Executive is not required to disclose Executive's participation in matters
subject to the Paragraph 15 (Non-Interference and Right to Participate in Agency Proceedings). In conjunction with
Executive’s commitments under this paragraph, Company will reimburse Executive for reasonable out-of-pocket
expenses incurred as a result of such cooperation. The amount of expenses reimbursable by Company under this
paragraph in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the
reimbursement of an eligible expense under this paragraph shall be made within sixty (60) days after Executive’s
written request for reimbursement accompanied with such evidence of expenses incurred as Company may reasonably
require, but in any event no later than December 31 of the year after the year in which the expense was incurred. This
paragraph shall expire on Executive’s death and shall not be subject to liquidation or exchange for another benefit.
12. Non-Disparagement. Executive agrees that the Executive will not directly or indirectly publish, communicate,
make or cause to be made any statements or opinions that disparage, criticize or that would be derogatory to or
otherwise harm the business or reputation of Company, its parents, subsidiaries, affiliates, or related entities, and their
respective past and present predecessors, successors, assigns, representatives, directors, officers, employees, and
agents to anyone, including but not limited to the media, internet blogs, social media, public interest groups and
publishing companies. Nothing in this Paragraph 12 prohibits Executive from exercising any of the rights specified
in Paragraph 15 (Non-Interference and Right to Participate in Agency Proceedings).
13. Insider Trading. Executive acknowledges that for a period of six (6) months after the Termination Date,
Executive will remain subject to the restrictions of Company’s Securities Laws Policy applicable to Directors, Officers,
and Designated Associates, which permits trading only during designated window periods. After expiration of said
six (6) month period, the Securities Law Policy will no longer apply to Executive. However, Executive acknowledges
that through the Executive’s employment with Company the Executive may have learned material, non-public
information regarding Company. The federal securities laws prohibit trading by persons while aware of material,
non-public information. Executive should seek advice of the Executive’s legal counsel before conducting any
transactions in Company’s stock if Executive thinks the Executive may possess such information.