FORM OF LOYALTY AND
CONFIDENTIALITY AGREEMENT
THIS LOYALTY
AND CONFIDENTIALITY AGREEMENT (“Agreement”) is
entered into between the undersigned individual (the
“Employee”) and Rent-A-Center, Inc . , together
with its subsidiaries and affiliates whether hereafter acquired or
formed (the “Company”), collectively referred to as the
“parties.” As a condition of employment, in exchange
for the opportunity to participate in the 2006 Amended and Restated
Long Term Incentive Plan of Rent-A-Center, Inc.
(“LTIP”), for the mutual promises of the parties
herein, and for other good and valuable consideration, each of
which is independently sufficient to support this Agreement, the
parties agree as follows:
SECTION
1 . Duty of
Loyalty . Employee
agrees to avoid conflicts of interest and promptly inform the
Company of any business opportunities that are related to
Company’s line of business. Employee will avoid competing
with Company, setting up a business to compete with the Company, or
undertaking other disloyal acts while employed with
Company.
SECTION
2. Confidentiality and Business
Interests . The parties agree to the following to protect
the Company’s legitimate business interests:
2.1.
Definitions . Company’s “Confidential
Information” means the Company’s trade secrets and
any other legally protectable information retained by the Company
that the Company has not authorized for disclosure to the public.
The parties agree that, without limitation, some examples of the
Company’s Confidential Information are: the Company’s
High Touch Store System database, internally created lists of
customers, customer leads or prospects, customer history and
analysis including but not limited to demographic and other
research related to current and prospective customers, market
analyses; internally created or maintained information concerning
assessments of Company’s employees and key vendor or
contractor relationships; and, Company’s business and
strategic plans, marketing plans, real estate information, product
purchasing information, product pricing information, product
service information, non-public rent-to-own and financial services
industry data, market penetration and concentration analyses,
non-public financial or operational records or data, and research
and development information regarding new products or services not
yet released to the public. Additionally, the Company’s
non-public compilations of otherwise available information that
attain greater value or utility because of time and expense
invested in a unique compilation, analysis, or formatting will be
considered Confidential Information. Information disclosed to the
general public by Company through proper means is not considered
Confidential Information.
2.2.
Company Authorizations. . Upon the Effective Date of
this Agreement, Company will do one or more of the following:
(a) provide Employee with authorization to access and use some
of the Company’s Confidential Information (such authorization
may be provided through a computer password, authorization letter,
or other means); and/or, (b) provide Employee authorization to
develop and use goodwill of the Company through, for
example,
authorization to represent the Company in communications with
customers and prospective customers, expense reimbursements in
accordance with Company policy limits, and/or assistance in
facilitating contact with customers, and/or (c) provide
Employee with authorization to participate in specialized
management training related to the business and Confidential
Information of the Company. The foregoing agreement is a fully
enforceable ancillary agreement at the time made. It is not
contingent upon continued at-will employment for any certain length
of time, but it is contingent upon Employee’s full compliance
with the restrictions provided for in this Agreement.
2.3.
Employee Non-disclosure . Employee agrees not to engage
in any unauthorized use or disclosure of Company’s
Confidential Information. Nothing herein will be construed to
prohibit Employee from a disclosure that is compelled by law;
provided, however, that Employee agrees to give Company as much
notice as is possible (presumably 5 business days or more) before
disclosure under such circumstances. And, Employee will cooperate
in the Company’s efforts to protect its Confidential
Information. Employee will help maintain records on Company
customers, suppliers, and other business relationships, and will
not use these records to harm the business of the Company. Employee
will return to the Company all of the foregoing records and any
other Company records and copies thereof (physical or electronic)
in Employee’s possession or control upon termination of
employment or earlier if so requested, and will not retain any such
material or information except where expressly authorized in
writing to do so.
SECTION
3 . Protective
Covenants. Employee
agrees that the covenants below are (i) reasonable and necessary
for the protection of legitimate business interests of Company, and
(ii) do not place an unreasonable burden upon the Employee’s
ability to earn a living.
3.1.
Definitions. “Customer” means a person or
entity that has an ongoing business relationship or prospective
business relationship with the Company prior to any act of
prohibited interference, and (i) that did business with a
facility, division, or portion of Company’s business that
Employee received access to Confidential Information about in the
preceding two years, or (ii) had material contact with Employee or
a person under Employee’s supervision in the preceding two
years. A “ Competing Business ” is a person or
entity that is in the business of providing a Conflicting Product
or Service. A “ Conflicting Product or Service ”
is a product or service that would displace a product or service
that Employee assists the Company in developing, selling,
distributing, servicing, or otherwise providing to Company’s
customers or receives Confidential Information about within the
preceding two (2) years. The products and services that
Company is in the business of providing to its customers include,
without limitation, renting or leasing household durable goods,
servicing and repairing durable goods, and pro
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