Kohl's 2012 Annual Report Download - page 130

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and (iii) a Severance Benefit. The Historic Pro Rata Bonus payment shall be made at the same time as
any such bonuses are paid to other similarly situated executives of the Company. For purposes of this
Section 3.2(c), “Severance Benefit” means six (6) months of Base Salary, payable in equal installments
during the six (6) month period following Executive's exhaustion of any short-term disability benefits
provided by the Company, in accordance with the normal payroll practices and schedule of the Company.
The amount of such Severance Benefit shall be reduced by any compensation (including any payments
from the Company or any benefit plans, policies or programs sponsored by the Company) earned or
received by Executive during the six (6) month period following the date of termination and the six (6)
month period during which Executive receives the Severance Benefit, and Executive agrees to reimburse
the Company for the amount of any such reduction. Executive acknowledges and agrees that, upon the
cessation, if any, of such Disability during the period of the payment of the Severance Benefit, he has an
obligation to use his reasonable efforts to secure other employment consistent with Executive's status and
experience and that his failure to do so, as determined at the sole discretion of the Board, is a breach of
this Agreement. Furthermore, under this Section 3.2(c), vesting of any Company stock options granted to
Executive shall cease on the effective date of termination, and any unvested stock options shall lapse and
be forfeited as of such date.
(d) Termination By Company Without Cause or By Executive for Good
Reason.
i. No Change of Control. If Executive's employment is terminated by the
Company pursuant to Section 3.1(a), above, or by Executive pursuant to Section 3.1(c), above, and
such termination does not occur three (3) months prior to or within one (1) year after the
occurrence of a Change of Control (defined below), Executive shall have no further rights against
the Company hereunder, except for the right to receive (A) Accrued Benefits; (B) a Severance
Payment (defined below); (C) the Pro Rata Bonus (defined below); provided, however, that the
Pro Rata Bonus payment shall be made at the same time as any such bonuses are paid to other
similarly situated executives of the Company; (D) outplacement services from an outplacement
service company of the Company's choosing at a cost not to exceed Twenty Thousand Dollars
($20,000.00), payable directly to such outplacement service company (“Outplacement Services”);
and (E) Health Insurance Continuation (defined below) for a period of two (2) years following the
effective date of Executive's termination.
For purposes of this Section 3.2(d)(i), “Severance Payment” means an amount
equal to the sum of:
(x) Executive's Base Salary for the remainder of the then current Initial Term or Renewal
Term of this Agreement, but not to exceed two and nine-tenths (2.9) years; plus
(y) an amount equal to the average (calculated at the sole discretion of the Company) of the
three (3) most recent annual incentive com-pensation plan payments, if any, paid to
Executive prior to the effective date of termination.
The Severance Payment shall be paid to Executive in a lump sum within forty (40) days after the
effective date of termination, subject to Section 3.2(e) below.
For purposes of this Section 3.2(d)(i), the “Pro Rata Bonus” means an amount equal
to the product of: