Kohl's 2012 Annual Report Download - page 155

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compensation to Executive and to pay all reasonable expenses incurred by Executive in connection with
Executive's obligations under this Section 8.5.
8.6 Effect of Breach. In the event that Executive breaches any provision of this Agreement,
Executive agrees that the Company may suspend all payments to Executive under this Agreement
(including any Severance Payment), recover from Executive any damages suffered as a result of such
breach and recover from Executive any reasonable attorneys' fees or costs it incurs as a result of such
breach. In addition, Executive agrees that the Company may seek injunctive or other equitable relief,
without the necessity of posting bond, as a result of a breach by Executive of any provision of this
Agreement.
8.7 Entire Agreement. This Agreement contains the entire understanding and the full and
complete agreement of the Parties and supersedes and replaces any prior understandings and agreements
among the Parties with respect to the subject matter hereof, including without limitation the Original
Agreement.
8.8 Headings. The headings of sections and paragraphs of this Agreement are for convenience
of reference only and shall not control or affect the meaning or construction of any of its provisions.
8.9 Consideration. Execution of this Agreement is a condition of Executive's continued
employment with the Company and Executive's continued employment by the Company, and the benefits
provided to Executive under this Agreement, constitute the consideration for Executive's undertakings
hereunder.
8.10 Amendment. This Agreement may be altered, amended or modified only in a writing,
signed by both of the Parties hereto.
8.11 Assignability. This Agreement and the rights and duties set forth herein may not be
assigned by Executive, but may be assigned by the Company, in whole or in part. This Agreement shall
be binding on and inure to the benefit of each party and such party's respective heirs, legal representatives,
successors and assigns.
8.12 Severability. If any court of competent jurisdiction determines that any provision of this
Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the
other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and
such invalid or unenforceable provision shall be construed in a manner so as to give the maximum valid
and enforceable effect to the intent of the Parties expressed therein.
8.13 Waiver of Breach. The waiver by either party of the breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.
8.14 Governing Law; Construction. This Agreement shall be governed by the internal laws of
the State of Wisconsin, without regard to any rules of construction concerning the draftsman hereof.
8.15 Section 409A Compliance. The Company and Executive intend that any amounts or
benefits payable or provided under this Agreement comply with the provisions of Section 409A of the
Internal Revenue Code and the treasury regulations relating thereto so as not to subject Executive to the
payment of the tax, interest and any tax penalty which may be imposed under Code Section 409A. The
provisions of this Agreement shall be interpreted in a manner consistent with such intent. In furtherance
thereof, to the extent that any provision hereof would otherwise result in Executive being subject to
payment of tax, interest and tax penalty under Code Section 409A, the Company and Executive agree to