Sample Business Contracts

Non-Competition Agreement - Home Depot USA Inc. and Carol B. Tome

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                            HOME DEPOT U.S.A., INC.
                           NON-COMPETITION AGREEMENT

         This Non-Competition Agreement (the "Agreement") is entered into as of
the 24th day of March, 2003, by and between Home Depot U.S.A., Inc., a Delaware
corporation ("Home Depot" or the "Company") and Carol B. Tome ("Executive").


         WHEREAS, the Company desires to provide certain additional benefits to
Executive as approved by the Compensation Committee of the Company's Board of
Directors (the "Committee"); and

         WHEREAS, in consideration for such benefits, Executive agrees to be
bound by the terms and conditions as set forth in this Agreement;

         WHEREAS, to further the interests of the Company and Executive, the
parties hereto have set forth the terms of such benefits and conditions in
writing in the Agreement;

         NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       SEVERANCE PAYMENTS.

                  (a)      In the event Home Depot terminates Executive's
employment involuntarily and without cause, Executive will be eligible to
receive, in exchange for Executive's execution of a general release in a form
acceptable to Home Depot's legal counsel, twenty-four (24) months of base
salary continuation (less applicable taxes and withholdings) in accordance with
the Company's normal payroll practices. The end of the salary continuation
period will be Executive's last day of employment ("Termination Date"). During
the period of salary continuation, outstanding options will continue to vest
and restrictions on outstanding restricted shares will continue to lapse.
Executive will have ninety (90) days from the Termination Date to exercise any
options that are vested at that time.

                  (b)      Executive will not be entitled to receive these
payments and benefits in the event Executive voluntarily resigns from Home
Depot, but all other provisions of this Agreement shall remain in effect.
Executive will be entitled to receive the payments and benefits set forth in
this Agreement if Executive resigns for "good reason." "Good reason" shall
mean, without Executive's consent:

                           (i)      an assignment or restructured role outside
                                    the Atlanta Metropolitan area;

                           (ii)     an assignment or restructured role with a
                                    decrease in base salary; or

                           (iii)    an assignment to a position other than
                                    Executive Vice President (EVP), or a
                                    position that does not report to the CEO.

                  (c)      Executive will not be entitled to receive these
payments and benefits in the event Executive is unable to continue employment
due to a death or disability; however, in such an event, Executive may be
eligible for disability or death benefits under the Company employee benefit
plans or programs in which Executive then participates, pursuant to the terms
and conditions of such plans and programs.

                  (d)      Executive will not be entitled to receive these
payments and benefits, or any other type of payment or benefit, if Executive is
terminated "for cause." All other provisions of this Agreement shall remain in
effect. For purposes of this Agreement, "for cause" shall mean:

                           (i)      Conviction of a felony involving theft or
                                    moral turpitude;

                           (ii)     Conduct that constitutes willful gross
                                    neglect or willful gross misconduct with
                                    respect to Executive's employment duties
                                    which results in material economic harm to
                                    the Company; or

                           (iii)    Willful conduct that constitutes a material
                                    violation of the Company's mutual
                                    attraction policy, substance abuse policy,
                                    or compliance policies (each as shall be in
                                    place from time to time).

To the extent that any plan or program has a different definition of "for
cause," such definition shall control for purposes of benefits under such plan
or program.


                  If Executive is demoted to or voluntarily accepts a position
that the Company deems to be ineligible for the severance payments and benefits
set forth in Paragraph 1, Executive will not be entitled to receive such
payments and benefits upon termination.


                  (a)      The Executive agrees that Executive will not, for a
period of thirty-six (36) months subsequent to the earlier of either (a) the
beginning of the salary continuation period referenced in Paragraph 1 or (b)
the Executive's Termination Date, enter into or maintain an employment or
contractual relationship, either directly or indirectly, to provide financial,
executive or managerial services in the same or similar manner as Executive did
for the Company to any company or entity in the home improvement industry
engaged in any way in a business that competes directly or indirectly with the
Company, its parents, subsidiaries, affiliates or related entities, in the
United States, Canada, Puerto Rico, Mexico, or any other location in which the
Company currently conducts business or may conduct business prior to the end of
the above-referenced thirty-six month period, without the prior written consent
of the Company. Businesses that compete with the Company in the home
improvement industry specifically include, but are not limited to, the
following entities and each of their subsidiaries, affiliates, assigns, or
successors in interest: Lowe's Companies, Inc. (including, but not limited to,
Eagle Hardware and Garden); Sears (including, but not limited to, Orchard
Supply and Hardware Company); Wal-Mart; and Menard, Inc.

                  (b)      In the event the Executive wishes to enter into any
relationship or employment prior to the end of the period referenced in
Paragraph 3(a), which would be covered by the above non-compete provision,
Executive agrees to request written permission from the Executive Vice
President, Human Resources of the Company prior to entering any such
relationship or employment. The Company may approve or not approve of the
relationship or employment at its absolute discretion.

                  (c)      The Executive agrees that for a period of thirty-six
(36) months subsequent to the termination of her employment, she will not
directly or indirectly solicit any person who is an employee of the Company to
terminate his or her relationship with the Company without prior written
approval from the Executive Vice President, Human Resources of the Company.

         4.       CONFIDENTIAL INFORMATION. The Executive acknowledges that
through her employment with the Company she has acquired and had access to the
Company's confidential and proprietary business information and trade secrets.
The Executive agrees that the Company may prevent the use or disclosure of its
confidential information and proprietary business information and trade secrets
and acknowledges that the Company has taken all reasonable steps necessary to
protect the secrecy of the information. "Confidential Information" shall
include any data or information that is valuable to the Company and not
generally known to competitors of the Company or other outsiders, regardless of
whether the confidential information is in printed, written or electronic form,
retained in the Executive's memory or has been compiled or created by the
Executive. This includes, but is not limited to: technical, financial,
personnel, staffing, payroll, computer systems, marketing, advertising,
merchandising, product, vendor, customer or store planning data, trade secrets,
or other information similar to the foregoing. The Executive agrees that she

has not and in the future will not use or disclose to any third party
Confidential Information, unless compelled by law and after notice to the

         5.       MISCELLANEOUS.

                  (a)      LIMITATION OF RIGHTS. The granting of the benefits
set forth in this Agreement and the execution of the Agreement shall not give
Executive any right to be retained in the employ or service of the Company, its
parents, subsidiaries, or affiliates or interfere in any way with the right of
the Company, its parents, subsidiaries, or affiliates to terminate Executive's
services at any time or to assign Executive to a position that is ineligible
for the severance benefits set forth herein, or the right of Executive to
terminate Executive's services at any time.

                  (b)      SEVERABILITY. If any term, provision, covenant or
restriction contained in the Agreement is held by a court or a federal
regulatory agency of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions contained in the Agreement shall remain in full force and effect,
and shall in no way be affected, impaired or invalidated.

                  (c)      CONTROLLING LAW. This Agreement shall be construed,
interpreted and applied in accordance with the law of the State of Delaware,
without giving effect to the choice of law provisions thereof. Executive and
the Company hereby irrevocably submit to the exclusive concurrent jurisdiction
of the courts of Delaware. Executive and the Company also both irrevocably
waive, to the fullest extent permitted by applicable law, any objection either
may now or hereafter have to the laying of venue of any such dispute brought in
such court or any defense of inconvenient forum for the maintenance of such
dispute, and both parties agree to accept service of legal process in Delaware.

                  (d)      CONSTRUCTION. The Agreement contains the entire
understanding between the parties and supersedes any prior understanding and
agreements between them representing the subject matter hereof. There are no
representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto relating to the subject matter hereof
which are not fully expressed herein. Any modifications to this Agreement must
be in writing and signed by the Executive and an authorized executive of the

                  (e)      HEADINGS. Section and other headings contained in
the Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of the
Agreement or any provision hereof.

         IN WITNESS WHEREOF, the parties hereto have executed the Agreement as
of day and year first set forth above.


/s/ Robert L. Nardelli
By: Robert L. Nardelli
    Chairman, President and
    Chief Executive Officer


/s/ Carol B. Tome
By: Carol B. Tome