Kohl's 2012 Annual Report Download - page 148

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(x) the bonus attributable to the fiscal year of the Company during which the Executive's
termination occurs equal in amount to the bonus the Executive would have received for the
full fiscal year had the Executive's employment not terminated and determined, where
applicable, by taking into account the actual performance of the Company at year-end; and
(y) a fraction, the numerator of which is the number of days completed in the fiscal year in
which the effective date of termination occurs through the effective date of termination and
the denominator of which is three hundred sixty-five (365).
Furthermore, under this Section 3.2(d)(i), vesting of any Company stock options granted to
Executive prior to the date of termination shall continue as scheduled until the term of this
Agreement expires, after which such vesting ceases and any unvested stock options lapse and are
forfeited.
ii. Change of Control. If Executive's employment is terminated by the
Company pursuant to Section 3.1(a), above, or by the Executive pursuant to Section 3.1(c), above,
and such termination occurs within three (3) months prior to or 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 Historic Pro Rata Bonus; provided, however, that such bonus payments shall be
made at the same time as any such bonuses are paid to other similarly situated executives of the
Company; (D) Health Insurance Continuation (defined below) for a period of one (1) year
following the effective date of Executive's termination; and (E) Outplacement Services.
For purposes of this Section 3.2(d)(ii), “Severance Payment” means an amount
equal to the sum of:
(x) Executive's Base Salary for the period of time equal to the remainder of the then-
current Renewal Term, 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 times the number of years, rounded to
the nearest tenth, remaining in the then-current Renewal Term, but not to exceed two and
nine-tenths (2.9).
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.
Furthermore, under this Section 3.2(d)(ii), vesting of any Company stock options granted to
Executive prior to termination shall occur immediately upon the date of termination.
iii. Definition - Change of Control. “Change of Control” means the occurrence
of (1) the acquisition (other than from the Company) by any person, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)), other than the Company, a subsidiary of the Company or any employee benefit
plan or plans sponsored by the Company or any subsidiary of the Company, directly or indirectly,
of beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of thirty-three percent
(33%) or more of the then outstanding shares of common stock of the Company or voting
securities representing thirty-three percent (33%) or more of the combined voting power of the