Kohl's 2012 Annual Report Download - page 60

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Executive agrees that he shall serve as Chairman of the Board at the pleasure of the Board, and
that the Board's election of a chairman other than Executive shall not constitute a breach of this
Agreement or be considered “a material reduction in Executive's status, title, position or responsibilities”
for determining whether Executive may terminate his employment for Good Reason, as described below
in Section 3.1(c).
ARTICLE II
COMPENSATION AND OTHER BENEFITS
2.1 Base Salary. During the Initial Term and the Renewal Term, the Company shall
pay Executive an annual base salary as described in Exhibit A (a copy of which is attached hereto and
incorporated herein), payable in accordance with the normal payroll practices and schedule of the
Company (“Base Salary”). The Base Salary shall be subject to adjustment from time to time as
determined by the Board.
2.2 Benefit Plans and Fringe Benefits. During the Initial Term and the Renewal Term,
Executive will be eligible to participate in the plans, programs and policies Company may from time to
time make available to its executive employees, including, without limitation (i) family health and dental
insurance; (ii) long term disability insurance; (iii) annual physical; (iv) business travel accident insurance;
and (v) financial consulting (subject to $3,500.00annual limit). Executive acknowledges that he shall
have no vested rights in any such plans, programs and policies except as expressly provided under the
terms thereof and that such plans, programs and policies may be terminated, modified, altered or reduced
by Company at any time.
(a) Life Insurance. During the Initial Term and the Renewal Term, the Company shall
provide Executive with term life insurance with a death benefit equal to not less than three (3)
times the Base Salary; provided, however, that Executive shall have the option to purchase, at his
own expense, additional insurance with a death benefit equal to the Base Salary under such term
life insurance policy.
(b) Health Insurance. During the Initial Term and the Renewal Term, the Company
shall provide health insurance and a supplemental executive medical plan (subject to a $50,000
annual benefit limit) with coverage for Executive and Executive's dependants eligible for coverage
under such insurance and medical plans (the “Executive's Eligible Dependants”), substantially the
same as that covering Executive and Executive's Eligible Dependants as of the date of this
Agreement (collectively the “Health Insurance Benefits”). Throughout the term of this
Agreement, Executive shall pay a portion of the premiums for the Health Insurance Benefits at a
rate which shall not exceed the rate paid by other senior executives of the Company.
(c) Automobile. During the Initial Term and the Renewal Term, the Company shall
provide to Executive an automobile of a quality and value comparable to the automobile provided
to Executive as of the date of this Agreement for Executive's use during the term of this
Agreement. Every two (2) years during the Initial Term and the Renewal Term, Executive shall be
entitled to exchange the automobile then in his possession for a new automobile of a quality and
value comparable to the vehicle being replaced. The Company shall provide or reimburse
Executive for all reasonable insurance and maintenance for such automobile, including repairs, gas
and oil.
In no event will the reimbursements or in-kind benefits to be provided by the Company pursuant to
this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided