OF THEIR TRADE SECRETS.
YOU AGREE TO HOLD IN CONFIDENCE ALL TRADE
SECRETS OF THE COMPANY AND HDS (AS APPLICABLE) THAT COME INTO YOUR KNOWLEDGE
DURING YOUR EMPLOYMENT WITH EITHER THE COMPANY OR HDS (AS APPLICABLE) AND YOU
SHALL NOT DISCLOSE, PUBLISH OR MAKE USE OF AT ANY TIME SUCH TRADE SECRETS FOR SO
LONG AS THE INFORMATION REMAINS A TRADE SECRET, EXCEPT IN THE GOOD FAITH
PERFORMANCE OF YOUR DUTIES.
FOLLOWING A SALE, YOU WILL NOT BE ABLE TO DISCLOSE,
PUBLISH OR MAKE USE OF THE TRADE SECRETS OF THE COMPANY FOR ANY PURPOSE,
PROVIDED THAT THE FOREGOING SHALL NOT PREVENT YOU FROM USING THE TRADE SECRETS
OF THE HDS BUSINESS SEGMENT (EVEN IF THEY OVERLAP WITH THOSE OF THE COMPANY)
WHILE YOU ARE EMPLOYED BY HDS (OR THE PURCHASER THEREOF) PROVIDED YOU MAY COMPLY
WITH LEGAL PROCESS AND GOVERNMENTAL INQUIRY, AND ANY CLAIM OF VIOLATION OF THESE
PROVISIONS WITH REGARD TO HDS TRADE SECRETS SHALL BE THAT OF HDS AND NOT OF THE
COMPANY.
"TRADE SECRET" MEANS INFORMATION, WITHOUT REGARD TO FORM, INCLUDING,
BUT NOT LIMITED TO, ANY TECHNICAL OR NON-TECHNICAL DATA, FORMULA, PATTERN,
COMPILATION, PROGRAM, DEVICE, METHOD, TECHNIQUE, DRAWING, PROCESS, FINANCIAL
DATA, FINANCIAL PLANS, STRATEGIC PLANS, PRODUCT PLANS OR LIST OF ACTUAL OR
POTENTIAL CUSTOMERS OR SUPPLIERS WHICH IS NOT COMMONLY KNOWN BY OR AVAILABLE TO
THE PUBLIC AND WHICH INFORMATION:
(I) DERIVES ECONOMIC VALUE, ACTUAL OR
POTENTIAL, FROM NOT BEING GENERALLY KNOWN TO, AND NOT BEING READILY
ASCERTAINABLE BY PROPER MEANS BY, OTHER PERSONS WHO CAN DERIVE ECONOMIC VALUE
FROM ITS DISCLOSURE OR USE AND (II) IS THE SUBJECT OF EFFORTS THAT ARE
REASONABLE UNDER THE CIRCUMSTANCES TO MAINTAIN ITS SECRECY.
10.
NON-COMPETITION AND NON-SOLICITATION.
(A)
SUBJECT TO SECTION 10(C), YOU AGREE THAT YOU WILL NOT, WHILE
EMPLOYED BY THE COMPANY OR HDS (AS APPLICABLE) OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND (I) WITH RESPECT TO THE COMPANY, FOR TWO YEARS FOLLOWING THE
CLOSING DATE, AND (II) WITH RESPECT TO HDS, FOR TWO YEARS FOLLOWING YOUR
TERMINATION OF EMPLOYMENT WITH HDS AND ITS AFFILIATES (WHICH SHALL INCLUDE A
TERMINATION OF EMPLOYMENT IN THE EVENT HDS DOES NOT OFFER YOU, OR OFFER TO
CONTINUE YOUR, EMPLOYMENT), ENTER INTO OR MAINTAIN AN EMPLOYMENT, CONTRACTUAL OR
OTHER RELATIONSHIP, EITHER DIRECTLY OR INDIRECTLY, TO PROVIDE EXECUTIVE,
MANAGERIAL, CONSULTING OR FINANCE SERVICES TO ANY COMPANY OR ENTITY ENGAGED IN
ANY WAY IN A BUSINESS THAT MATERIALLY COMPETES (IN ANY MARKET OR LOCATION),
DIRECTLY OR INDIRECTLY, (A) AS THIS PROVISION RELATES TO THE COMPANY, IN THE
HOME IMPROVEMENT RETAIL AND PROFESSIONAL SUPPLY INDUSTRIES WITH THE COMPANY OR
ANY OF ITS AFFILIATES IN THE UNITED STATES, CANADA, PUERTO RICO, MEXICO, CHINA
OR ANY OTHER LOCATION IN WHICH THEY CURRENTLY CONDUCT BUSINESS OR PLAN TO
CONDUCT BUSINESS PRIOR TO THE END OF THE APPLICABLE ABOVE-REFERENCED TWO-YEAR
PERIOD OR (B) AS THIS PROVISION RELATES TO HDS, IN THE INDUSTRIAL WHOLESALE
CONSTRUCTION INDUSTRY WITH HDS OR ANY OF ITS AFFILIATES IN THE UNITED STATES,
CANADA, PUERTO RICO, MEXICO, CHINA OR ANY OTHER LOCATION IN WHICH