Kohl's 2012 Annual Report Download - page 127

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2
ARTICLE II
COMPENSATION AND OTHER BENEFITS
2.1 Base Salary. During the Initial Term and the Renewal Term, the Company shall
pay Executive an annual base salary as described in Exhibit A (a copy of which is attached hereto and
incorporated herein), payable in accordance with the normal payroll practices and schedule of the
Company (“Base Salary”). The Base Salary shall be subject to adjustment from time to time as
determined by the Board.
2.2 Benefit Plans and Fringe Benefits. During the Initial Term and the Renewal Term,
Executive will be eligible to participate in the plans, programs and policies including, without limitation,
group medical insurance, fringe benefits, paid vacation, expense reimbursement and incentive pay plans,
which the Company makes available to senior executives of the Company in accordance with the
eligibility requirements, terms and conditions of such plans, programs and policies in effect from time to
time. Executive acknowledges and agrees that the Company may amend, modify or terminate any of such
plans, programs and policies at any time at its discretion.
2.3 Equity Plans or Programs. During the Initial Term and the Renewal Term, Executive may
be eligible to participate in stock option, phantom stock, restricted stock or other similar equity incentive
plans or programs which the Company may establish from time to time. The terms of any such plans or
programs, and Executive's eligibility to participate in them, shall be established by the Board at its sole
discretion. Executive acknowledges and agrees that the Company may amend, modify or terminate any of
such plans or programs at any time at its discretion.
In no event will the reimbursements or in-kind benefits to be provided by the Company pursuant to
this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided
in any other taxable year, nor will Executive's right to reimbursement or in-kind benefits be subject to
liquidation or exchange for another benefit. Further, any reimbursements to be provided by the Company
pursuant to this Agreement shall be paid to the Executive no later than the calendar year following the
calendar year in which the Executive incurs the expenses.
ARTICLE III
TERMINATION
3.1 Right to Terminate; Automatic Termination.
(a) Termination Without Cause. Subject to Section 3.2, below, the Company
may terminate Executive's employment and all of the Company's obligations under this Agreement at any
time and for any reason.
(b) Termination For Cause. Subject to Section 3.2, below, the Company may terminate
Executive's employment and all of the Company's obligations under this Agreement at any time for Cause
(defined below) by giving notice to Executive stating the basis for such termination, effective immediately
upon giving such notice or at such other time thereafter as the Company may designate. “Cause” shall
mean any of the following: (i) Executive's continuous failure to substantially perform Executive's duties
after a written demand for substantial performance is delivered to Executive that specifically identifies the
manner in which the Company believes that Executive has not substantially performed his duties, and
Executive has failed to demonstrate substantial efforts to resume substantial performance of Executive's
duties on a continuous basis within sixty (60) calendar days after receiving such demand; (ii) Executive's
violation of a material provision of “Kohl's Ethical Standards and Responsibilities” which is materially