Kohl's 2009 Annual Report Download - page 65

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EXHIBIT 10.25
Strategic Action Committee Incentive Program Summary
Purpose
The purpose of the Strategic Action Committee Incentive Program (the “Program”) is to provide eligible executives with a financial incentive, encouraging
them to perform in a manner which will enable the Company’s Strategic Action Committees to meet or exceed their performance objectives each fiscal
year.
Administration
The Program is administered by the Kohl’s Board of Directors Compensation Committee (the “Compensation Committee”).
Eligibility and Participation
Executive Committee members designated by the Compensation Committee are eligible to participate in the Program, and will receive an incentive award
upon the achievement of certain performance targets tied to the officers’ work on one of Kohl’s corporate strategic action committees.
Eligible executives who serve on a designated strategic action committee for the full fiscal year are eligible to participate in the Program. An executive
newly hired or promoted into an eligible position during a fiscal year for which an incentive payment is made will have his/her award prorated from the
date of hire or promotion to the close of the fiscal year.
Except as otherwise determined by the Compensation Committee, a Program participant shall receive no award with respect to the fiscal year in which
the participant’s employment with Kohl’s terminates for any reason prior to the last day of the fiscal year. A participant shall not forfeit a Program
award if the participant’s employment terminates after the end of the applicable fiscal year but prior to the distribution of the award for such year.
Performance Requirements and Awards
In order for awards to be made to any Program participant, the strategic action committee on which the participant serves must have achieved one or
more performance targets established by the Committee at the beginning of the year. The Compensation Committee may establish various levels of
performance targets with corresponding payouts. The Compensation Committee may also require any one or more corporate performance objectives that
must be met before any awards are paid pursuant to the Program. Corporate and specific committee performance targets will be determined by the
Compensation Committee at the beginning of each fiscal year and communicated to participants as soon as practicable.
At the end of each fiscal year, the Compensation Committee shall review the actual performance of each strategic action committee and certify whether
the various performance targets have been achieved. Awards are payable to Program participants following this certification. The amount of each award
shall be determined based upon the level of the performance targets achieved, and is calculated based upon a percentage of each participant’s base pay,
as determined by the Compensation Committee at the beginning of the year.