Kohl's 2012 Annual Report Download - page 62

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employment for Cause which does not comply with the terms of this Agreement; or (iv) a mandatory
relocation of Executive's employment with the Company from the Milwaukee, Wisconsin area, except for
travel reasonably required in the performance of Executive's duties and responsibilities; provided,
however, that no termination shall be for Good Reason until Executive has provided the Company with
written notice of the conduct alleged to have caused Good Reason and at least thirty (30) calendar days
have elapsed after the Company's receipt of such written notice from Executive, during which the
Company has failed to demonstrate substantial efforts to cure any such alleged conduct.
(d) Termination by Death or Disability. Subject to Section 3.2, below, Executive's
employment and the Company's obligations under this Agreement shall terminate automatically, effective
immediately and without any notice being necessary, upon Executive's death or a determination
of Disability of Executive. For purposes of this Agreement, “Disability” means the Executive: (i) is
unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, or (ii) has been, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan covering employees of the Company.
A determination of Disability shall be made by the Company, which may, at its sole discretion, consult
with a physician or physicians satisfactory to the Company, and Executive shall cooperate with any efforts
to make such determination. Any such determina-tion shall be conclusive and binding on the parties. Any
determination of Disability under this Section 3.1(d) is not intended to alter any benefits any party may be
entitled to receive under any disability insurance policy carried by either the Company or Executive with
respect to Executive, which benefits shall be governed solely by the terms of any such insurance policy.
(e) Termination by Resignation. Subject to Section 3.2, below, Executive's
employment and the Company's obligations under this Agreement shall terminate automatically, effective
immediately upon Executive's provision of written notice to the Company of Executive's resignation from
employment with the Company or at such other time as may be mutually agreed between the Parties
following the provision of such notice.
(f) Separation of Service. A termination of employment under this Agreement shall
only occur to the extent Executive has a “separation from service” from Company in accordance with
Section 409A of the Code. Under Section 409A, a “separation from service” occurs when Executive and
the Company reasonably anticipate that no further services will be performed by Executive after a certain
date or that the level of bona fide services Executive would perform after such date (whether as an
employee or as a consultant) would permanently decrease to no more than 20 percent of the average level
of bona fide services performed by Executive over the immediately preceding 36-month period.
3.2 Rights Upon Termination.
(a) Termination By Company for Cause, By Executive Other Than For Good Reason or
By Executive's Non-Renewal. If Executive's employment is terminated by the Company pursuant to
Section 3.1(b), above, by Executive pursuant to Section 3.1(e), above, or due to non-renewal by Executive
pursuant to Section 1.1, above, Executive shall have no further rights against the Company hereunder,
except for the right to receive (i) any unpaid Base Salary with respect to the period prior to the effective
date of termination together with payment of any vacation that Executive has accrued but not used
through the date of termination; (ii) reimbursement of expenses to which Executive is entitled
under Section 2.2, above; and (iii) Executive's unpaid bonus, if any, attributable to any complete fiscal
year of the Company ended before the date of termination (in the aggregate, the “Accrued Benefits”).