Kohl's 2012 Annual Report Download - page 104

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13
employer. Executive further agrees that the Company may send a copy of this Agreement to, or otherwise
make the provisions hereof known to, any such employer.
8.3 Effect of Termination. Notwithstanding any termination of this Agreement, the Executive,
in consideration of his employment hereunder, shall remain bound by the provisions of this Agreement
which specifically relate to periods, activities or obligations upon or subsequent to the termination of the
Executive's employment.
8.4 Confidentiality of Agreement. Executive agrees that, with the exception of disclosures
pursuant to Section 8.2(d), above, Executive will not disclose, directly or indirectly, any non-public terms
of this Agreement to any third party; provided, however, that following Executive's obtaining a promise of
confidentiality for the benefit of the Company from Executive's tax preparer, accountant, attorney and
spouse, Executive may disclose such terms to such of these individuals who have made such a promise of
confidentiality. This provision shall not prevent Executive from disclosing such matters in testifying in
any hearing, trial or other legal proceeding where Executive is required to do so.
8.5 Cooperation. Executive agrees to take all reasonable steps during and after Executive's
employment with the Company to make himself/herself available to and to cooperate with the Company,
at its request, in connection with any legal proceedings or other matters in which it is or may become
involved. Following Executive's employment with the Company, the Company agrees to pay reasonable
compensation to Executive and to pay all reasonable expenses incurred by Executive in connection with
Executive's obligations under this Section 8.5.
8.6 Effect of Breach. In the event that Executive breaches any provision of this Agreement,
Executive agrees that the Company may suspend all payments to Executive under this Agreement
(including any Severance Payment), recover from Executive any damages suffered as a result of such
breach and recover from Executive any reasonable attorneys' fees or costs it incurs as a result of such
breach. In addition, Executive agrees that the Company may seek injunctive or other equitable relief,
without the necessity of posting bond, as a result of a breach by Executive of any provision of this
Agreement.
8.7 Entire Agreement. This Agreement contains the entire understanding and the full and
complete agreement of the Parties and supersedes and replaces any prior understandings and agreements
among the Parties, with respect to the subject matter hereof, including without limitation the Original
Agreement.
8.8 Headings. The headings of sections and paragraphs of this Agreement are for convenience
of reference only and shall not control or affect the meaning or construction of any of its provisions.
8.9 Consideration. Execution of this Agreement is a condition of Executive's continued
employment with the Company and Executive's continued employment by the Company, and the benefits
provided to Executive under this Agreement, constitute the consideration for Executive's undertakings
hereunder.
8.10 Amendment. This Agreement may be altered, amended or modified only in a writing,
signed by both of the Parties hereto.
8.11 Assignability. This Agreement and the rights and duties set forth herein may not be
assigned by Executive, but may be assigned by the Company, in whole or in part. This Agreement shall