Kohl's 2012 Annual Report Download - page 61

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in any other taxable year, nor will Executive's right to reimbursement or in-kind benefits be subject to
liquidation or exchange for another benefit. Further, any reimbursements to be provided by the Company
pursuant to this Agreement shall be paid to the Executive no later than the calendar year following the
calendar year in which the Executive incurs the expenses.
2.3 Equity Plans or Programs. During the Initial Term and the Renewal Term, Executive may
be eligible to participate in stock option, phantom stock, restricted stock or other similar equity incentive
plans or programs which the Company may establish from time to time. The terms of any such plans or
programs, and Executive's eligibility to participate in them, shall be established by the Board at its sole
discretion. Executive acknowledges and agrees that the Company may amend, modify or terminate any of
such plans or programs at any time at its discretion.
ARTICLE III
TERMINATION
3.1 Right to Terminate; Automatic Termination.
(a) Termination Without Cause. Subject to Section 3.2, below, the Company
may terminate Executive's employment and all of the Company's obligations under this Agreement at any
time and for any reason.
(b) Termination For Cause. Subject to Section 3.2, below, the Company may terminate
Executive's employment and all of the Company's obligations under this Agreement at any time for Cause
(defined below) by giving notice to Executive stating the basis for such termination, effective immediately
upon giving such notice or at such other time thereafter as the Company may designate. “Cause” shall
mean any of the following: (i) Executive's continuous failure to substantially perform Executive's duties
after a written demand for substantial performance is delivered to Executive that specifically identifies the
manner in which the Company believes that Executive has not substantially performed his duties, and
Executive has failed to demonstrate substantial efforts to resume substantial performance of Executive's
duties on a continuous basis within sixty (60) calendar days after receiving such demand; (ii) Executive's
violation of a material provision of “Kohl's Ethical Standards and Responsibilities” which is materially
injurious to the Company, monetarily or otherwise; (iii) any dishonest or fraudulent conduct which results,
or is intended to result, in gain to Executive or Executive's personal enrichment at the expense of the
Company; (iv) any material breach of this Agreement by Executive after a written notice of such breach is
delivered to Executive that specifically identifies the manner in which the Company believes that
Executive has breached this Agreement, and Executive has failed to cure such breach within thirty (30)
calendar days after receiving such demand; provided, however, that no cure period shall be required for
breaches of Articles IV, V, VI or VII, below, of this Agreement; or (v) conviction of Executive, after all
applicable rights of appeal have been exhausted or waived, of any crime. Notwithstanding the conviction
of a crime as described in the preceding subsection (v), the Board, in its sole discretion, may waive such
termination in the event it determines that such crime does not discredit the Company or is not detrimental
to the Company's reputation or goodwill, and any decision by the Board with respect to such waiver shall
be final.
(c) Termination for Good Reason. Subject to Section 3.2, below, Executive may
terminate Executive's employment and all of the Company's obligations under this Agreement at any time
for Good Reason (defined below) by giving written notice to the Company stating the basis for such
termination, effective immediately upon giving such notice. “Good Reason” shall mean any of the
following: (i) a material reduction in Executive's status, title, position, responsibilities or Base Salary; (ii)
any material breach by the Company of this Agreement; (iii) any purported termination of the Executive's