Kohl's 2012 Annual Report Download - page 64

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(d) Termination By Company Without Cause or By Executive for Good Reason. If
Executive's employment is terminated by the Company pursuant to Section 3.1(a), above, or by Executive
pursuant to Section 3.1(c), above, Executive shall have no further rights against the Company hereunder,
except for the right to receive (A) Accrued Benefits; (B) a Severance Payment (defined below); (C) the
Pro Rata Bonus (defined below); provided, however, that the 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; (D)
outplacement services from an outplacement service company of the Company's choosing at a cost not to
exceed Twenty Thousand Dollars ($20,000.00), payable directly to such outplacement service company
(“Outplacement Services”); and (E) Health Insurance Continuation (defined below).
For purposes of this Section 3.2(d), “Severance Payment” means an amount equal to the
sum of:
(x) Executive's Base Salary for the period of time equal to the remainder of the Initial Term and
the Renewal Term, and
(y) an amount equal to the average (calculated at the sole discretion of the Company) of the
three (3) most recent annual incentive com-pensation plan payments, if any, paid to
Executive prior to the effective date of termination times the number of years, rounded to
the nearest tenth, remaining in the Initial Term and the Renewal Term, but not to exceed
two and nine-tenths (2.9).
The Severance Payment shall be paid to Executive in a lump sum within forty (40) days after the
effective date of termination, subject to Section 3.2(f) below.
For purposes of this Section 3.2(d), the “Pro Rata Bonus” means an amount equal to the
product of:
(x) the bonus attributable to the fiscal year of the Company during which the Executive's
termination occurs equal in amount to the bonus the Executive would have received for the full
fiscal year had the Executive's employment not terminated and determined, where applicable, by
taking into account the actual performance of the Company at year-end; 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).
Furthermore, under this Section 3.2(d), vesting of any Company stock options and
performance shares granted to Executive prior to the effective date of termination shall continue as
scheduled until the date on which the then-current Renewal Term would have expired, after which such
vesting shall cease and any unvested stock options and performance shares shall lapse and be forfeited. In
addition, vesting of any shares of restricted stock granted to Executive prior to the effective date of
termination shall vest on the effective date of termination to the extent such awards would have vested
during the remainder of the then-current Renewal Term, and any remaining restricted stock shall be
forfeited.
(e) Definition - Health Insurance Continuation. For purposes of Sections 3.2(b), (c) and
(d) above, the term “Health Insurance Continuation” means that in the event the Executive's employment
with the Company is terminated for any reason other than (A) a termination for Cause, or (B) a voluntary
termination by the Executive for any reason other than "Good Reason" or other than approved by the Board