Kohl's 2012 Annual Report Download - page 63

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5
Any such bonus payment shall be made at the same time as any such bonus is paid to other similarly
situated executives of the Company. Furthermore, under this Section 3.2(a), vesting of any Company
stock options granted to Executive ceases on the effective date of termination, and any unvested stock
options lapse and are forfeited immediately upon the effective date of termination.
(b) Termination By Company's Non-Renewal or Due to Executive's Death. If
Executive's employment is terminated due to non-renewal by the Company pursuant to Section 1.1,
above, Executive shall have no further rights against the Company hereunder, except for the right to
receive (i) Accrued Benefits; (ii) Health Insurance Continuation (defined below); and (iii) the Pro Rata
Bonus (as defined in Section 3.2(d), below). If Executive's employment is terminated due to Executive's
death pursuant to Section 3.1(d), above, Executive shall have no further rights against the Company
hereunder, except for the right to receive (i) Accrued Benefits; (ii) Health Insurance Continuation (defined
below); and (iii) a share of any bonus attributable to the fiscal year of the Company during which the
effective date of termination occurs determined as follows: the product of (x) the average bonuses paid or
payable, including any amounts that were deferred in respect of the three (3) fiscal years immediately
preceding the fiscal year in which the effective date of termination occurs and (y) a fraction, the
numerator of which is the number of days completed in the fiscal year in which the effective date of
termination occurs through the effective date of termination and the denominator of which is three
hundred sixty-five (365) (the “Historic Pro Rata Bonus”). The Pro Rata Bonus or the Historic Pro Rata
Bonus shall be paid at the same time as any such bonuses are paid to other similarly situated executives of
the Company. Upon termination due to either non-renewal by the Company or the Executive's death,
Executive shall also be entitled to a severance payment equal to fifty percent (50%) of Executive's Base
Salary payable for one (1) year following the effective date of termination pursuant to normal payroll
practices. Furthermore, under this Section 3.2(b), vesting of any Company stock options granted to
Executive shall cease on the effective date of termination, and any unvested stock options shall lapse and
be forfeited as of such date; provided, however, that if Executive's termination is due to Executive's death,
all Company stock options granted to Executive shall immediately vest upon the date of Executive's
death.
(c) Termination Due to Disability. If Executive's employment is terminated due to
Executive's Disability pursuant to Section 3.1(d), above, Executive shall have no further rights against the
Company hereunder, except for the right to receive (i) Accrued Benefits; (ii) Health Insurance
Continuation (defined below); (iii) the Historic Pro Rata Bonus; plus (iv) a Severance Benefit. The
Historic Pro Rata Bonus payment shall be made at the same time as any such bonuses are paid to other
similarly situated executives of the Company. For purposes of this Section 3.2(c), “Severance Benefit”
means six (6) months of Base Salary, payable in equal installments during the six (6) month period
following Executive's exhaustion of any short-term disability benefits provided by the Company, in
accordance with the normal payroll practices and schedule of the Company. The amount of such
Severance Benefit shall be reduced by any compensation (including any payments from the Company or
any benefit plans, policies or programs sponsored by the Company) earned or received by Executive
during the six (6) month period following the date of termination and the six (6) month period during
which Executive receives the Severance Benefit, and Executive agrees to reimburse the Company for the
amount of any such reduction. Executive acknowledges and agrees that, upon the cessation, if any, of
such Disability during the period of the payment of the Severance Benefit, he has an obligation to use his
reasonable efforts to secure other employment consistent with Executive's status and experience and that
his failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement.
Furthermore, under this Section 3.2(c), vesting of any Company stock options granted to Executive shall
cease on the effective date of termination, and any unvested stock options shall lapse and be forfeited as of
such date.