OUTSIDE THE COMPANY, INCLUDING TRADE SECRETS, AND THAT IS
PROPRIETARY TO THE COMPANY, RELATING TO ANY PHASE OF THE COMPANY'S EXISTING OR
REASONABLY FORESEEABLE BUSINESS WHICH IS DISCLOSED OR CONVEYED TO EXECUTIVE
DURING EXECUTIVE'S EMPLOYMENT BY THE CORPORATION INCLUDING INFORMATION
CONCEIVED, DISCOVERED OR DEVELOPED BY EXECUTIVE.
CONFIDENTIAL INFORMATION
INCLUDES, BUT IS NOT LIMITED TO, BUSINESS PLANS; STRATEGIC PLANS AND
INITIATIVES; FINANCIAL STATEMENTS AND PROJECTIONS; NEW STORE PLANS OR LOCATIONS;
PAYROLL AND PERSONNEL RECORDS; MARKETING MATERIALS AND PLANS; PRODUCT DESIGNS;
SUPPLIER INFORMATION; CUSTOMER INFORMATION; CUSTOMER LISTS; PROJECT LISTS; PRICE
INFORMATION AND COST INFORMATION; OR OTHER INFORMATION THAT IS DESIGNATED BY THE
COMPANY AS "CONFIDENTIAL" OR OTHER SIMILAR DESIGNATION.
6.3
A "COMPETITOR" MEANS ANY PERSON OR ORGANIZATION (1) WHICH IS A
WOMEN'S SPECIALTY APPAREL STORE RETAILER WHOSE OPERATIONS ON THE DATE OF
TERMINATION OF EXECUTIVE'S EMPLOYMENT COMPETE WITH TO A CONSIDERABLE DEGREE ANY
OF THE CORPORATION'S CHRISTOPHER & BANKS, OR C.J. BANKS OR THAT OF ANY
ADDITIONAL STORE BRAND OR CONCEPT DEVELOPED OR ACQUIRED BY THE COMPANY ON OR
BEFORE EXECUTIVE'S LAST DAY OF EMPLOYMENT WITH THE CORPORATION, AND WHICH
INCLUDES BUT IS NOT LIMITED TO:
THE CATO CORPORATION, TALBOTS, INC., CHICO'S
FAS, INC., COLDWATER CREEK, INC., THE LIMITED, INC., DRESS BARN, INC., UNITED
RETAIL GROUP, INC., CHARMING SHOPPES, INC., NEW YORK AND COMPANY, BEBE,
CHARLOTTE RUSSE, OR ANN TAYLOR; AND (2) THE FOLLOWING DEPARTMENT STORES AND
LARGE BOX RETAILERS:
KOHLS, J.C. PENNEY AND SEARS.
"COMPETITOR" SHALL ALSO
INCLUDE ALL DIVISIONS, SUBSIDIARIES, AFFILIATES AND SUCCESSORS IN INTEREST OF
THE STORES OR LEGAL ENTITIES IDENTIFIED IN THIS ARTICLE 6.3.
ARTICLE 7
NONCOMPETITION AND NONSOLICITATION
7.1
DURING EXECUTIVE'S EMPLOYMENT, EXECUTIVE WILL NOT PLAN, ORGANIZE
OR ENGAGE IN ANY BUSINESS COMPETITIVE WITH ANY PRODUCT OR SERVICE MARKETED OR
PLANNED FOR MARKETING BY THE CORPORATION OR CONSPIRE WITH OTHERS TO DO SO.
7.2
DURING EXECUTIVE'S EMPLOYMENT AND FOR A PERIOD OF ONE YEAR AFTER
TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION FOR ANY REASON AND BY
EITHER PARTY, WHETHER
3
VOLUNTARY OR INVOLUNTARY, EXECUTIVE WILL NOT, WITHOUT THE PRIOR WRITTEN
PERMISSION OF THE CORPORATION'S CHIEF EXECUTIVE OFFICER, (I) DIRECTLY OR
INDIRECTLY ENGAGE IN ACTIVITIES WITH A COMPETITOR OR (II) OWN (WHETHER AS A
SHAREHOLDER, PARTNER OR OTHERWISE, OTHER THAN AS A 3% OR LESS SHAREHOLDER OF A
PUBLICLY HELD COMPANY) ANY INTEREST IN A COMPETITOR, OR (III) BE CONNECTED AS AN
OFFICER, DIRECTOR, ADVISOR, CONSULTANT, AGENT OR EMPLOYEE OF OR PARTICIPATE IN
THE MANAGEMENT OF ANY COMPETITOR.
7.3
DURING EXECUTIVE'S EMPLOYMENT AND FOR A PERIOD OF ONE YEAR AFTER
TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE CORPORATION FOR ANY REASON AND BY
EITHER PARTY, WHETHER VOLUNTARY OR INVOLUNTARY, EXECUTIVE WILL NOT SOLICIT,
ENTICE, OR INDUCE (OR ATTEMPT TO DO SO, DIRECTLY OR INDIRECTLY), ANY EMPLOYEE OF
THE COMPANY TO LEAVE OR TERMINATE HIS OR HER EMPLOYMENT WITH THE COMPANY.
THIS
ARTICLE 7.3 SHALL APPLY TO THE THEN-CURRENT EMPLOYEES OF THE COMPANY AND ANY
INDIVIDUAL WHO WAS EMPLOYED BY THE COMPANY AT ANY TIME IN THE 90 DAY PERIOD
IMMEDIATELY PRIOR TO EXECUTIVE'S LAST DAY OF EMPLOYMENT