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Lowes Companies / Lowe's Home Centers - Release, Separation And Consulting Agreement

br/>ntbl RELEASE, SEPARATION AND CONSULTING AGREEMENT



ntbl NUNC PRO TUNC



THIS RELEASE, SEPARATION AND CONSULTING AGREEMENT NUNC PRO TUNC ("Agreement"), is made and

entered into this the 31 st day of January 2003, by and between LOWE'S COMPANIES, INC., a North Carolina

corporation hereinafter referred to as ("Company") and its wholly owned subsidiary, LOWE'S HOME CENTERS, INC.,

a North Carolina corporation hereinafter known as ("Lowe's") and THOMAS E. WHIDDON ("Releasor").



WHEREAS, Company, Lowe's and Releasor did enter into a Release and Separation Agreement dated January 31,

2003 BUT BY MISTAKE, said agreement omitted through inadvertence the reference of a Consulting Agreement by

and between Lowe's and Releasor dated January 21, 2003 which was inadvertently or mistakenly omitted by reference

in the Release and Separation Agreement by and between the parties.



NOW, THEREFORE, the parties hereby amend the Release and Separation Agreement dated January 31, 2003 which

is attached hereto as Exhibit A with this RELEASE, SEPARATION AND CONSULTING AGREEMENT NUNC PRO

TUNC by and between Lowe's Companies, Inc. and Lowe's Home Centers, Inc. and Releasor made and entered into

this the 31st day of January 2003 with an effective date of January 31, 2003 and SUPERCEDS the Release and

Separation Agreement made by and between the parties under date of January 31, 2003 through this RELEASE,

SEPARATION AND CONSULTING AGREEMENT NUNC PRO TUNC by and between Lowe's Companies, Inc.,

Lowe's Home Centers, Inc. and Releasor. The parties do hereby agree, covenant and stipulate as follows:



1. Separation of Employment. Releasor shall be on paid leave of absence from Company from February 3, 2003

through March 7, 2003 at 9:00 a.m. During the time period from February 3, 2003 through March 7, 2003, Releasor

shall not be eligible to accrue, earn, or be granted any Company or Lowe's bonus or incentive stock options. The

parties agree that on March 7, 2003 Releasor shall be transferred as an employee of Lowe's Companies, Inc. to an

employee of Lowe's Home Centers, Inc. with an affective date of March 7, 2003 at 9:01 a.m. Eastern Standard Time.

Releasor shall not be required to, and shall not, perform any job-related duties for Lowe's while he is on leave from

the Company. Releasor shall be separated from his employment with Lowe's, effective 5:00 p.m., March 7, 2003

(the "Separation Date"). After the Separation Date, Releasor shall receive his 2002 Bonus Plan payment and his

payout from the Executive Deferred Compensation Plan, pursuant to the terms of those plans. After the Separation

Date, Releasor shall also receive his payout from the prior and current Benefit Restoration Plans, pursuant to the

terms of those plans. Upon termination of Releasor with Lowe's Home Centers, Inc, effective 5:00 p.m. on March 7,

2003, Releasor will provide consulting services as an independent contractor for Lowe's Home Centers, Inc.



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2. Consideration. In consideration of the RELEASE, SEPARATION AND CONSULTING AGREEMENT NUNC PRO

TUNC of Companies and Lowe's by Releasor, Lowe's agrees to make the following payments to Releasor (the

"Consideration").



(a) During the period from March 7, 2003 through March 7, 2004, Lowe's shall pay to Releasor the gross sum of

$505,000 (Five Hundred Five Thousand Dollars) the Consideration, less all applicable required federal state, and

local withholdings. This payment will be made in four (4) installment payments to Releasor each in the gross

amount of ONE HUNDRED TWENTY SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($126,250.00), the first

such payment to be made on March 10, 2003 and the remaining three (3) payments to be made as follows: the second

payment to be made on the 30th day of July, 2003, the third payment to be made on the 30th day of October, 2003,

and the fourth payment to be made on January 30, 2004. As consideration for Releasor's agreement to provide

consulting services through a written Consulting Agreement, which was executed simultaneously with this

Agreement on January 31, 2003, TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) of the Consideration

is Consulting Fees as defined and pursuant to the Consulting Agreement by and between Lowe's Home Centers, Inc.

and the Releasor. The remainder of the Consideration is consideration for the release, separation, confidentiality,

non-competition, non-interference, general release, non-disparagement, and the other requirements in this Agreement.



(b) After Releasor has exhausted his 18 months of COBRA medical coverage, Lowe's will pay the premiums for family

conversion coverage with BCBS-FL for one full year from September 8, 2004 through September 7, 2005. Releasor

shall forward all premium invoices directly to the Vice President of Compensation and Benefits of the Company for

reimbursement.



(c) Additionally, the parties agree that, in accordance with the terms of the Amended and Restated Stock Option

Agreement, the stock options to purchase all shares of Company stock presently held by Releasor shall vest in

accordance with the vesting schedule previously established and shall not lapse three (3) months following the

Termination Date or during the remainder of the period preceding the expiration date of said option, whichever is

shorter, as provided in the Releasor's Non-Qualified Stock Option Agreements and the Incentive Stock Option

Agreements dated December 4, 1998, February 3, 2000, March 1, 2001, February 1, 2002, and March 1, 2002, and that

those shares shall remain exercisable until the expiration date set forth in such Agreement. The option, as amended,

will be subject to the terms of an Amended and Restated Stock Option Agreement to be executed by Releasor and the

Company as of the date hereof, in the form attached hereto as Exhibit A. Releasor does not have any other options or

rights to purchase Company stock.



The Consideration shall only become payable after the expiration of the time period defined in paragraph 3 entitled

"Right to Revoke Agreement" and upon the full execution and delivery of this Agreement in triplicate to Stephen A.

Hellrung, Senior Vice President, General



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Counsel and Secretary, Lowe's Companies, Inc., 1605 Curtis Bridge Road, Wilkesboro, NC 28697.



Releasor agrees that the foregoing payments and benefits shall constitute the entire amount of monetary

consideration provided to him under this Agreement, that he is not entitled to any further monetary consideration

whatsoever from the Company and/or Lowe's, apart from any and all vested and nonforfeitable benefits, payments,

or stock rights, including all rights, if any, under Lowe's ESOP and 401(k) plans, and that he will not seek any further

compensation or consideration for any other claimed damages, costs, or attorneys' fees in connection with the matters

encompassed in this Agreement.



3. Right to Revoke Agreement. Following Releasor's execution and delivery of the Agreement to Lowe's, Releasor shall

have a seven-day period in which to revoke this Agreement as provided in the Age Discrimination in Employment Act

("ADEA") (referred to as "Revocation Period"). During this seven-day Revocation Period, Releasor shall exercise this

right by delivering written notice of the Releasor's revocation. Lowe's shall not have the right to revoke this Agreement

during the seven-day Revocation Period.



4. Confidentiality. Releasor acknowledges that, during Releasor's employment with Company and Lowe's, Releasor

learned information that is confidential to Company and Lowe's ("Confidential Information"). Such Confidential

Information includes, but is not limited to: trade secrets; plans for opening, closing, expanding, or relocating stores;

distribution information; purchasing and product information; advertising and promotional programs and plans; financial

or statistical data; sales and account information; customer information; sales and marketing plans and strategies; pricing

strategies and reports; personnel information; information regarding threatened, pending, or closed legal matters;

personnel information and any other information of a similar nature that is not known or made available to the public or

to Company and Lowe's competitors, which, if misused or disclosed, could adversely affect the business of Company

and Lowe's.



Releasor agrees not to disclose any Confidential Information to any person (including any Company and Lowe's employee

who does not need to know such Confidential Information), agency, institution, company or other entity without first

obtaining the written consent of Company and Lowe's. Releasor acknowledges and agrees that the duties and obligations

under this Section 4 will continue for as long as such Confidential Information remains confidential to the Company and/or

Lowe's. Releasor further acknowledges and agrees that any breach of this Section 4 would be a material breach of this

Agreement.





Releasor further agrees to return any Confidential Information in his possession (whether in documentary or electronic

form) to Stephen A. Hellrung, Senior Vice President, General Counsel and Secretary, Lowe's Companies, Inc., 1605 Curtis

Bridge Road, Wilkesboro, NC 28697. Said Confidential Information will be returned within ten business days.



Releasor acknowledges and reaffirms the terms, provisions, warranties and covenants set forth in the Lowe's Companies,

Inc. Incentive Plan and all stock option agreements executed during Releasor's tenure with Company and Lowe's.



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5. Non-Competition. For a period of three years beginning on February 3, 2003, Releasor shall not directly or indirectly

accept any employment, board appointment(s), consulting or other cooperative business arrangement with: (i) any entity

that owns, operates, controls or maintains retail and/or warehouse hardware or home improvement stores with total annual

sales of at least $500 million dollars including, but not limited to, the following entities: The Home Depot, Inc.; Sears

(including Sears Hardware Stores, and Orchard Supply and Hardware Company); Home Base, Inc.; Scotty's, Inc; Wal-Mart

Stores, Inc.; and Menard, Inc.; or (ii) any vendor who sells products to the Company (as that term is herein defined in

paragraph 11), and/or any affiliate, parent companies, subsidiaries, or any successor of interest of any of these entities.



6. Non-Interference. Releasor does warrant, covenant, and agree that he shall not, for a period of three years from the

execution of this Agreement, directly (or, with knowledge or intent, indirectly) interfere with any of the relationships of

Company and Lowe's with any of its real estate brokers, real estate developers, consultants, employees, suppliers or

customers, or any governmental entities. By way of specific example, and not by way of limitation, Releasor shall not:





(a) solicit or induce any officer, administrative officer, director, regional vice president, district manager, co-manager,

store manager, regional human resource manager, regional loss prevention manager, or other employee of Company and

Lowe's to leave his or his employment with Company and/or Lowe's; or



(b) hire, or cause to be hired, for any employment with any competitors or vendors of Lowe's (as that term is herein

defined), any officer, administrative officer, director, regional vice president, district manager, co-manager, store manager,

regional human resource manager, regional loss prevention manager, or other employee of Company and Lowe's; or



(c) aid or assist any other person, firm, corporation, or other entity to do any of the acts described in subsections (a)

and (b) immediately above.



7. General Release. Releasor covenants and agrees that Releasor hereby irrevocably and unconditionally releases,

acquits and forever discharges Company and Lowe's, as well as each of Lowe's officers, directors, employees,

subsidiaries, and agents (Company and Lowe's and their officers, directors, employees, subsidiaries and agents being

collectively referred to herein as the "Releasees"), or any of them, from any and all charges, complaints, claims, liabilities,

obligations, promises, demands, costs, losses, debts, and expenses (including attorneys' fees and costs actually incurred),

of any nature whatsoever, in law or equity, arising out of Releasor's employment with Company and Lowe's or the

termination of Releasor's employment with Company and Lowe's (other than any claim arising out of the breach by

Company and Lowe's of the terms of this Agreement), including, without limitation, all claims asserted or that could be

asserted by Releasor against Company and Lowe's in any litigation arising from summonses and complaints filed in federal,

state or municipal court asserting any claim arising from any alleged violation by the Releasees of any federal, state, or local

statutes,



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ordinances, or common law, including, but not limited to, the Age Discrimination in Employment Act, Title VII of

the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards

Act, the Releasor Retirement Income Security Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the

Family and Medical Leave Act, the Civil Rights Act of 1866, and any other employment discrimination laws, as well as

any other claims based on constitutional, statutory, common law, or regulatory grounds, as well as any claims based on

theories of retaliation, wrongful or constructive discharge, breach of contract or implied covenant, fraud, misrepresentation,

intentional and/or negligent infliction of emotional distress, or defamation ("Claim" or "Claims"), which Releasor now has,

owns, or holds, or claims to have, own, or hold, or which Releasor had, owned, or held, or claimed to have, own or hold at

any time before execution of this Agreement, against any or all of the Releasees. Notwithstanding the foregoing, however,

Releasor specifically does not release any right to or claim for payment of any and all vested and nonforfeitable benefits,

payments, or stock rights, including all rights, if any, under Lowe's Companies, Inc. ESOP, and 401(k) plans and hereby

irrevocably and unconditionally releases, acquits and forever discharges Company and Lowe's, as well as each of Company

and Lowe's officers, directors, employees, subsidiaries, and agents, in respect to the forfeitures.



8. Payment by Lowe's. Releasor acknowledges that, from the gross amount of the Consideration, Lowe's shall withhold

all amounts required by appropriate taxing authorities and that Lowe's shall issue the appropriate W-2 form or other

appropriate tax forms to Releasor.





9. Notification of Rights. Releasor agrees (1) that his waiver of rights under this Agreement is knowing and voluntary and

complies in full with all of the requirements of the Older Workers Benefit Protection Act; (2) that he has read and understands

the terms of this Agreement and has voluntarily accepted these terms for the purposes of making a full and final compromise,

settlement and adjustment of any and all claims, disputed or otherwise, on account of his personal services relationship (or

termination of the relationship) with Lowe's and for the express purpose of precluding forever any further claims arising out

of such relationship or its termination as set forth above; (3) that the payment listed above exceeds the amount that would

normally be received for an employee separated by Company and Lowe's, that it exceeds what Releasor would otherwise

have been so entitled to, and that the extra payment is in exchange for signing this Agreement; (4) that Releasor has been

advised to consult with an attorney prior to executing this Agreement; (5) that Company and Lowe's has given Releasor a

period of at least twenty-one (21) calendar days within which to consider and accept the terms of this Agreement; (6) that

this Agreement waives all claims that may have arisen up to the date of this Agreement; (7) that Releasor does not waive

any claims that might arise after execution of this Agreement; (8) that Releasor has been given at least seven (7) calendar

days after execution to revoke this Agreement, and that, if Releasor chooses not to so revoke, the Agreement shall then

become effective and enforceable and the payment listed above shall then be made pursuant to the terms of Paragraph 2

of this Agreement; and (9) to be effective, the revocation must be delivered, via hand delivery, within the seven (7) day

period to, Stephen A. Hellrung, Senior Vice President, General Counsel and Secretary, Lowe's Companies, Inc., 1605 Curtis

Bridge Road, Wilkesboro, NC 28697.



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10. Injunctive Relief. Company and Lowe's and Releasor agree that the provisions of Sections 4, 5, and 6 are important to

and of material consideration to Company and Lowe's and that Company and Lowe's considers that monetary damages

alone are an inadequate remedy to Company and Lowe's for any breach of the provisions thereof. Releasor further stipulates

that, upon any material breach by Releasor of the provisions of Sections 4, 5, and 6 Company and Lowe's shall be entitled to

injunctive relief against Releasor from a court having personal jurisdiction of Releasor. This section shall not be deemed to

limit the legal and equitable remedies available to Lowe's or to limit the nature and extent of any claim by Company and

Lowe's for damages caused by Releasor for breach of this Agreement.



11. Non-Disparagement: Releasor further agrees that he will not, directly or indirectly, disparage Company and Lowe's,

and its successors, subsidiaries, related or associated companies, divisions, corporate affiliates, assigns, officers, directors,

shareholders, attorneys, employees, agents, trustees, representatives, and insurers.



12. Non-Admission Clause: The parties mutually understand and agree that this Release and Separation Agreement does

not constitute any admission of fault, responsibility or liability on the part of any of the Releasees.



13. Default and Notice. In the event Lowe's fails to make any payment due under the provisions of this Agreement,

Releasor shall give written notice of such failure to Lowe's, and that Lowe's shall have a period of twenty (20) business days

from receipt of such notice in which to cure such default. For purposes of this Agreement, all notices to Lowe's shall be in

writing and either hand delivered or sent by Certified Mail, Return Receipt Requested to Lowe's at the following address:








ntbl
ntbl Law Department
ntbl
ntbl Law Department
ntbl





ntbl
ntbl Lowe's Home Centers, Inc.
ntbl
ntbl Lowe's Companies, Inc.
ntbl
ntbl
ntbl 1605 Curtis Bridge Road
ntbl
ntbl PO Box 1111
ntbl
ntbl
ntbl Wilkesboro, NC 28697
ntbl
ntbl North Wilkesboro, NC 28659
ntbl


14. Waiver of Breach. Any waiver by either party of a breach of this Agreement will not constitute a waiver of any further

breach, whether of a similar or dissimilar nature.



15. Whole Agreement, Amendment and Severability. This document contains the whole and entire understanding and

agreement between the parties hereto. There are no other understandings, promises, covenants or agreements between the

parties regarding the subject matter of this Agreement, except as specifically set forth herein. This Agreement may not be

amended, modified or altered in any fashion except in writing executed by the parties hereto with the same formality as with

which this Agreement is executed. Releasor understands and agrees that each clause of this Agreement is a separate and

independent clause, and that, if any clause should be found unenforceable, such clause should be and is hereby severed

from this Agreement and will not affect the enforceability of any of the other clauses herein.



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16. Governing Law. The interpretation and enforcement of this Agreement shall be governed by the internal laws and

judicial decisions of the State of North Carolina, without regard to any principles of conflicts of laws.



IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.





ntbl LOWE'S COMPANIES, INC.
ntbl
ntbl THOMAS E. WHIDDON
ntbl




ntbl
ntbl
ntbl
ntbl
ntbl By: /s/ Gaither M. Keener, Jr.
ntbl
ntbl By: /s/ Thomas E. Whiddon
ntbl
ntbl
ntbl
ntbl
ntbl
ntbl Date: January 31, 2003
ntbl
ntbl Date: January 31, 2003
ntbl
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ntbl Attest: /s/ Mary Marsh
ntbl
ntbl Witness: /s/ Martin D. Godgart
ntbl




ntbl
ntbl
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ntbl
ntbl
ntbl
ntbl
ntbl
ntbl LOWE'S HOME CENTERS, INC.
ntbl
ntbl
ntbl
ntbl
ntbl
ntbl
ntbl
ntbl By: /s/ David R. Green
ntbl
ntbl
ntbl
ntbl
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ntbl
ntbl
ntbl Date: April 10, 2003
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ACKNOWLEDGMENT



The undersigned acknowledges that on or before January 31, 2003, he was provided with the attached Release and

Separation Agreement. The undersigned further acknowledges that he has been advised to consult with an attorney

before entering into the attached Agreement and that he is being given a period of at least twenty-one (21) days to

consider whether to accept or reject the proposed Agreement. The undersigned acknowledges that, he has received

and read this Acknowledgment and fully understands its meaning.





ntbl /s/ Martin D. Godgart
ntbl
ntbl /s/ Thomas E. Whiddon





ntbl Witness
ntbl
ntbl Thomas E. Whiddon

ntbl
ntbl
ntbl
ntbl
ntbl
ntbl
ntbl Date: January 31, 2003
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Exhibit A



RELEASE AND SEPARATION AGREEMENT



THIS RELEASE AND SEPARATION AGREEMENT ("Agreement"), is made and entered into this the 31 st day of

January 2003, by and between LOWE'S COMPANIES, INC., a North Carolina corporation ("Lowe's") and

THOMAS E. WHIDDON ("Employee").



NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby

acknowledged, the parties do hereby agree, covenant and stipulate as follows:



1. Separation of Employment. Employee shall be on paid leave of absence from Lowe's from February 3, 2003

through March 7, 2003. During the time period from February 3, 2003 through March 7, 2003, Employee shall not be

eligible to accrue, earn, or be granted any Company bonus or incentive stock options.



Employee shall not be required to, and shall not, perform any job-related duties for Lowe's while he is on leave from

the Company. Employee shall be separated from his employment with Lowe's, effective 5:00 p.m., March 7, 2003

(the "Separation Date"). After the Separation Date, Employee shall receive his 2002 Bonus Plan payment and his

payout from the Executive Deferred Compensation Plan, pursuant to the terms of those plans. After the Separation

Date, Employee shall also receive his payout from the prior and current Benefit Restoration Plans, pursuant to the

terms of those plans.



2. Consideration. In consideration of the release of Lowe's by Employee, Lowe's agrees to make the following

payments to Employee (the "Consideration").



(a) During the period from March 7, 2003 through March 7, 2004, Lowe's shall pay to Employee the gross sum of

$505,000 (Five Hundred Five Thousand Dollars), less all applicable required federal state, and local withholdings.

This payment will be made in four (4) installment payments to Employee each in the gross amount of ONE HUNDRED

TWENTY SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($126,250.00), the first such payment to be made on

March 10, 2003 and the remaining three (3) payments to be made as follows: the second payment to be made on the

30th day of July, 2003, the third payment to be made on the 30th day of October, 2003, and the fourth payment to be

made on January 30, 2004.



(b) After Employee has exhausted his 18 months of COBRA medical coverage, Lowe's will pay the premiums for

family conversion coverage with BCBS-FL for one full year from September 8, 2004 through September 7, 2005.

Employee shall forward all premium invoices directly to the Vice President of Compensation and Benefits for

reimbursement.



(c) Additionally, the parties agree that, in accordance with the terms of the Amended and Restated Stock Option

Agreement, the stock options to purchase all shares of Company stock presently held by Employee shall vest in

accordance with the vesting schedule



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previously established and shall not lapse three (3) months following the Termination Date or during the remainder

of the period preceding the expiration date of said option, whichever is shorter, as provided in the Employee's

Non-Qualified Stock Option Agreements and the Incentive Stock Option Agreements dated December 4, 1998,

February 3, 2000, March 1, 2001, February 1, 2002, and March 1, 2002, and that those shares shall remain exercisable

until the expiration date set forth in such Agreement. The option, as amended, will be subject to the terms of an

Amended and Restated Stock Option Agreement to be executed by Employee and the Company as of the date hereof,

in the form attached hereto as Exhibit A. Employee does not have any other options or rights to purchase Company stock.



The Consideration shall only become payable after the expiration of the time period defined in paragraph 3 entitled

"Right to Revoke Agreement" and upon the full execution and delivery of this Agreement in triplicate to Stephen A.

Hellrung, Senior Vice President, General Counsel and Secretary, Lowe's Companies, Inc., 1605 Curtis Bridge Road,

Wilkesboro, NC 28697.



Employee agrees that the foregoing payments and benefits shall constitute the entire amount of monetary consideration

provided to him under this Agreement, that he is not entitled to any further monetary consideration whatsoever from the

Company, apart from any and all vested and nonforfeitable benefits, payments, or stock rights, including all rights, if

any, under Lowe's ESOP and 401(k) plans, and that he will not seek any further compensation or consideration for any

other claimed damages, costs, or attorneys' fees in connection with the matters encompassed in this Agreement.



3. Right to Revoke Agreement. Following Employee's execution and delivery of the Agreement to Lowe's, Employee

shall have a seven-day period in which to revoke this Agreement as provided in the Age Discrimination in Employment

Act ("ADEA") (referred to as "Revocation Period"). During this seven-day Revocation Period, Employee shall exercise

this right by delivering written notice of the Employee's revocation. Lowe's shall not have the right to revoke this

Agreement during the seven-day Revocation Period.





4. Confidentiality. Employee acknowledges that, during Employee's employment with Lowe's, Employee learned

information that is confidential to Lowe's ("Confidential Information"). Such Confidential Information includes, but is

not limited to: trade secrets; plans for opening, closing, expanding, or relocating stores; distribution information;

purchasing and product information; advertising and promotional programs and plans; financial or statistical data;

sales and account information; customer information; sales and marketing plans and strategies; pricing strategies and

reports; personnel information; information regarding threatened, pending, or closed legal matters; personnel

information and any other information of a similar nature that is not known or made available to the public or to Lowe's

competitors, which, if misused or disclosed, could adversely affect the business of Lowe's.



Employee agrees not to disclose any Confidential Information to any person (including any Lowe's employee who does

not need to know such Confidential Information), agency, institution, company or other entity without first obtaining the

written consent of Lowe's.



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Employee acknowledges and agrees that the duties and obligations under this Section 4 will continue for as long as such

Confidential Information remains confidential to Lowe's. Employee further acknowledges and agrees that any breach of

this Section 4 would be a material breach of this Agreement.





Employee further agrees to return any Confidential Information in his possession (whether in documentary or electronic

form) to Stephen A. Hellrung, Senior Vice President, General Counsel and Secretary, Lowe's Companies, Inc., 1605 Curtis

Bridge Road, Wilkesboro, NC 28697. Said Confidential Information will be returned within ten business days.



Employee acknowledges and reaffirms the terms, provisions, warranties and covenants set forth in the Lowe's Companies,

Inc. Incentive Plan and all stock option agreements executed during Employee's tenure with Lowe's.



5. Non-Competition. For a period of three years beginning on February 3, 2003, Employee shall not directly or indirectly

accept any employment, board appointment(s), consulting or other cooperative business arrangement with: (i) any entity

that owns, operates, controls or maintains retail and/or warehouse hardware or home improvement stores with total annual

sales of at least $500 million dollars including, but not limited to, the following entities: The Home Depot, Inc.; Sears

(including Sears Hardware Stores, and Orchard Supply and Hardware Company); Home Base, Inc.; Scotty's, Inc; Wal-Mart

Stores, Inc.; and Menard, Inc.; or (ii) any vendor who sells products to the Company (as that term is herein defined in

paragraph 11), and/or any affiliate, parent companies, subsidiaries, or any successor of interest of any of these entities.



6. Non-Interference. Employee does warrant, covenant, and agree that he shall not, for a period of three years from the

execution of this Agreement, directly (or, with knowledge or intent, indirectly) interfere with any of the relationships of

Lowe's with any of its real estate brokers, real estate developers, consultants, employees, suppliers or customers, or any

governmental entities. By way of specific example, and not by way of limitation, Employee shall not:





(a) solicit or induce any officer, administrative officer, director, regional vice president, district manager, co-manager, store

manager, regional human resource manager, regional loss prevention manager, or other employee of Lowe's to leave his or

his employment with Lowe's; or



(b) hire, or cause to be hired, for any employment with any competitors or vendors of Lowe's (as that term is herein defined),

any officer, administrative officer, director, regional vice president, district manager, co-manager, store manager, regional

human resource manager, regional loss prevention manager, or other employee of Lowe's; or



(c) aid or assist any other person, firm, corporation, or other entity to do any of the acts described in subsections (a) and

(b) immediately above.



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7. General Release. Employee covenants and agrees that Employee hereby irrevocably and unconditionally releases, acquits

and forever discharges Lowe's, as well as each of Lowe's officers, directors, employees, subsidiaries, and agents (Lowe's

and Lowe's officers, directors, employees, subsidiaries and agents being collectively referred to herein as the "Releasees"),

or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, demands, costs, losses, debts,

and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, in law or equity, arising

out of Employee's employment with Lowe's or the termination of Employee's employment with Lowe's (other than any claim

arising out of the breach by Lowe's of the terms of this Agreement), including, without limitation, all claims asserted or that

could be asserted by Employee against Lowe's in any litigation arising from summonses and complaints filed in federal, state

or municipal court asserting any claim arising from any alleged violation by the Releasees of any federal, state, or local

statutes, ordinances, or common law, including, but not limited to, the Age Discrimination in Employment Act, Title VII of the

Civil Rights Act of 1964, as amended, the Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act,

the Employee Retirement Income Security Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the Family and

Medical Leave Act, the Civil Rights Act of 1866, and any other employment discrimination laws, as well as any other claims

based on constitutional, statutory, common law, or regulatory grounds, as well as any claims based on theories of retaliation,

wrongful or constructive discharge, breach of contract or implied covenant, fraud, misrepresentation, intentional and/or

negligent infliction of emotional distress, or defamation ("Claim" or "Claims"), which Employee now has, owns, or holds, or

claims to have, own, or hold, or which Employee had, owned, or held, or claimed to have, own or hold at any time before

execution of this Agreement, against any or all of the Releasees. Notwithstanding the foregoing, however, Employee

specifically does not release any right to or claim for payment of any and all vested and nonforfeitable benefits, payments, or

stock rights, including all rights, if any, under Lowe's ESOP, and 401(k) plans and hereby irrevocably and unconditionally

releases, acquits and forever discharges Lowe's, as well as each of Lowe's officers, directors, employees, subsidiaries, and

agents, in respect to the forfeitures.



8. Payment by Lowe's. Employee acknowledges that, from the gross amount of the Consideration, Lowe's shall withhold all

amounts required by appropriate taxing authorities and that Lowe's shall issue the appropriate W-2 form or other appropriate

tax forms to Employee.





9. Notification of Rights. Employee agrees (1) that his waiver of rights under this Agreement is knowing and voluntary and

complies in full with all of the requirements of the Older Workers Benefit Protection Act; (2) that he has read and understands

the terms of this Agreement and has voluntarily accepted these terms for the purposes of making a full and final compromise,

settlement and adjustment of any and all claims, disputed or otherwise, on account of his personal services relationship (or

termination of the relationship) with Lowe's and for the express purpose of precluding forever any further claims arising out

of such relationship or its termination as set forth above; (3) that the payment listed above exceeds the amount that would

normally be received for an employee separated by Lowe's, that it exceeds what Employee would otherwise have been so

entitled to, and that the extra payment is in exchange for signing this Agreement; (4) that Employee has been advised to

consult with an attorney prior to executing this Agreement; (5) that Lowe's has given Employee a period of at least

twenty-one

4

(21) calendar days within which to consider and accept the terms of this Agreement; (6) that this Agreement

waives all claims that may have arisen up to the date of this Agreement; (7) that Employee does ...

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