Kohl's 2012 Annual Report Download - page 150

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that Executive is responsible to pay for Health Insurance Continuation. Any Health Insurance
Continuation provided for herein will cease on the date on which Executive becomes eligible for
health insurance coverage under another employer's group health insurance plan, and, within five
(5) calendar days of Executive becoming eligible for health insurance coverage under another
employer's group health insurance plan, Executive agrees to inform the Company of such fact in
writing.
In no event will the Health Insurance Continuation to be provided by the Company
pursuant to this Agreement in one taxable year affect the amount of Health Insurance Continuation
to be provided in any other taxable year, nor will Executive's right to Health Insurance
Continuation be subject to liquidation or exchange for another benefit.
(e) Delay of Payments if Required by Section 409A. If amounts paid to Executive
pursuant to any Subsection of Section 3.2 would be subject to a penalty under Section 409A of the
Internal Revenue Code because Executive is a “specified employee” within the meaning of Section 409A
(a)(2)(B)(i), such payments will be delayed until a date which is six (6) months after Executive's
termination of employment, at which point any such delayed payments will be paid to Executive in a lump
sum.
3.3 Return of Records. Upon termination of employment, for whatever reason, or upon
request by the Company at any time, Executive shall immediately return to the Company all documents,
records, and materials belonging and/or relating to the Company, and all copies of all such materials.
Upon termination of employment, for whatever reason, or upon request by the Company at any time,
Executive further agrees to destroy such records maintained by Executive on Executive's own computer
equipment.
3.4 Release. As a condition to the receipt of any amounts or benefits after termination
of employment for whatever reason, Executive, or his personal representative, shall be required to execute
a written release agreement in a form satisfactory to the Company containing, among other items, a
general release of claims against the Company and, as an additional condition to the receipt of such
amounts or benefits, Executive shall refuse to exercise any right to revoke such release agreement during
any applicable rescission period. Such written release under this Section 3.4 (A) shall be delivered to
Executive within three (3) business days after the date of termination of Executive's employment, and (B)
must be executed by Executive and the rescission period must expire without revocation of such release
within 40 days following the date of termination of employment or Executive shall forfeit the
compensation and benefits provided under this Agreement that are conditioned upon the release. Where
any payment or benefit under the Agreement constitutes a nonqualified deferred compensation
arrangement within the meaning of Section 409A of the Code, to the extent that (i) Executive is not a
“specified employee” as defined in Section 409A of the Code and (ii) such payments would otherwise be
paid or provided to Executive within the 40-day period following the date of termination of employment,
such payment(s) or benefit(s) shall commence following Executive's execution of the written release and
the expiration of the applicable rescission period, except where the 40-day period following the date of
termination of employment spans two different calendar years, in which case such payment(s) or benefit
(s) will not commence until the later calendar year during the 40-day period.