Kohl's 2015 Annual Report Download - page 68

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. In addition to the obligations Executive owes to the Company while an employee of the Company, 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) to or on behalf of any Competitor (defined below) to or for the benefit of any market in the continental United States and
any other geographic market that the Company is, or is taking material steps to do business.
5.3 Definitions.
(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) Competitor. The term “Competitor” means Amazon.com, Inc., Belk, Inc., Bon-Ton Stores, Inc., Burlington Stores, Inc., Dillard’s, Inc.,
J.C. Penney Company, Inc., Macy’s, Inc., Nordstrom Co., Ross Stores, Inc., Sears Holdings Corporation, Stage Stores, Inc., Target Corporation, The Gap, Inc.,
The TJX Companies, Inc. and Walmart Stores, Inc., including any successors, subsidiaries or affiliates of such entities.
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 Company will own, and Executive hereby assigns to the
Company, all rights in all Business Ideas. All Business Ideas which are or form the basis for copyrightable works shall be considered “works for hire” as that
term is defined by United States Copyright Law. Any works that are not found to be “works for hire” are hereby assigned to the Company. While employed
by the Company and for one (1) year thereafter, Executive will promptly disclose all Business Ideas to the Company and execute all documents which the
Company may reasonably require to perfect its patent, copyright and other rights to such Business Ideas throughout the world. After Executive’s
employment with the Company terminates, for whatever reason, Executive will cooperate with the Company to assist the Company in perfecting its rights to
any Business Ideas including executing all documents which the Company may reasonably require. For purposes of this Article VI, the term “Company”
means Kohl’s Department Stores, Inc. and its parent companies, subsidiaries and other affiliates.
6.2 Business Ideas. The term “Business Ideas” as used in this Agreement means all ideas, inventions, data, software, developments and
copyrightable works, whether or not patentable or registrable, which Executive originates, discovers or develops, either alone or jointly with others while
Executive is employed by the Company and for one (1) year thereafter and which are (a) related to any business known by Executive to be engaged in or
contem-plated by the Company, (b) originated, discovered or developed during Executive’s working hours during his/her employment with the Company, or
(c) originated, discovered or developed in whole or in part using materials, labor, facilities, Confidential Information, Trade Secrets, or equipment furnished
by the Company.
6.3 Non-Disparagement. Executive agrees not to engage at any time in any form of conduct or make any statements or representations, or direct
any other person or entity to engage in any conduct or make any statements or representations, that disparage, criticize or otherwise impair the reputation of
the Company, its affiliates, parents and subsidiaries and their respective past and present officers, directors, stockholders, partners, members, agents and
employees. Nothing contained in this Section 6.3 shall preclude Executive from providing truthful testimony or statements pursuant to subpoena or other
legal process or in response to inquiries from any government agency or entity.
ARTICLE VII
EMPLOYEE NON-SOLICITATION
During the term of Executive’s employment with the Company and for one (1) year thereafter, Executive shall not directly or indirectly encourage
any Company employee to terminate his/her employment with the Company unless Executive does so in the course of performing his/her duties for the
Company and such encouragement is in the Company’s best interests.