Kohl's 2012 Annual Report Download - page 132

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Company's then outstanding voting securities ordinarily entitled to vote in the election of directors
unless the Incumbent Board (defined below), before such acquisition or within thirty (30) days
thereafter, deems such acquisition not to be a Change of Control; or (2) individuals who, as of the
date of this Agreement, constitute the Board (as of such date, “Incumbent Board”) ceasing for any
reason to constitute at least a majority of such Board; provided, however, that any person
becoming a director subsequent to the date of this Agreement whose election, or nomination for
election by the shareholders of the Company, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be for purposes of this Agreement,
considered as though such person were a member of the Incumbent Board but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or
threatened election contest which was (or, if threatened, would have been) subject to Exchange Act
Rule 14a-12(c); or (3) the consummation of any merger, consolidation or share exchange of the
Company with any other corporation, other than a merger, consolidation or share exchange which
results in more than sixty percent (60%) of the outstanding shares of the common stock, and
voting securities representing more than sixty percent (60%) of the combined voting power of then
outstanding voting securities entitled to vote generally in the election of directors, of the surviving,
consolidated or resulting corporation being then beneficially owned, directly or indirectly, by the
persons who were the Company's shareholders immediately prior to such transaction in
substantially the same proportions as their ownership, immediately prior to such transaction, of the
Company's then outstanding Common Stock or then outstanding voting securities, as the case may
be; or (4) the consummation of any liquidation or dissolution of the Company or a sale or other
disposition of all or substantially all of the assets of the Company.
Following the occurrence of an event which is not a Change of Control whereby
there is a successor company to the Company, or if there is no such successor whereby the
Company is not the surviving corporation in a merger or consolidation, the surviving corporation
or successor holding company (as the case may be), for purposes of this Agreement, shall
thereafter be referred to as the Company.
(iv) Definition - Health Insurance Continuation. For purposes of Sections 3.2(d)
(i) and 3.2(d)(ii) above, the term “Health Insurance Continuation” means that, if Executive (and
Executive's eligible dependents), following termination from employment under Sections 3.2(d)(i)
and 3.2(d)(ii) above, timely elects to participate in the Company's group health insurance plans
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), the Company will pay the normal monthly employer's cost of coverage under the
Company's group health insurance plans for full-time employees toward such COBRA coverage
for the specified period of time, if any, set forth in Sections 3.2(d)(i) and 3.2(d)(ii). If the specified
period of time provided for in this Agreement is longer than the end of the 18-month period for
which Executive is eligible for COBRA, the Company will, until the end of such longer period,
pay the normal monthly employer's cost of coverage under the Company's group health insurance
plans to, at its sole discretion, allow Executive to continue to participate in such plans (if allowed
by law and the Company's policies, plans and programs) or allow Executive to purchase
reasonably comparable individual health insurance coverage through the end of such longer
period. Executive acknowledges and agrees that Executive is responsible for paying the balance
of any costs not paid for by the Company under this Agreement which are associated with
Executive's participation in the Company's health insurance plans or individual health insurance
and that Executive's failure to pay such costs may result in the termination of Executive's
participation in such plans or insurance. Executive acknowledges and agrees that the Company
may deduct from any Severance Payment Executive receives pursuant to this Agreement, amounts