Kohl's 2012 Annual Report Download - page 65

7
of Directors of the Company, the Company shall continue to provide the Health Insurance Benefits. In the
event of Executive's death, the Health Insurance Benefits shall continue to be provided to Executive's Eligible
Dependants, in each case for as long as each individual would have continued to qualify as an eligible
dependant under the terms of the applicable insurance and medical plans had Executive been living.
Company's responsibility to provide Health Insurance Continuation shall at all times be
contingent upon:
(1) the Health Insurance Benefits being reasonably available to the Company with respect
to Executive and Executive's Eligible Dependants, as the case may be; and
(2) Following the termination of Executive's employment with the Company, Executive
or Executive's Eligible Dependants, as the case may be, shall reimburse the Company
for all premiums paid for Executive's Health Insurance Benefits, as determined by the
Company in good faith from time to time. The Company shall provide Executive a
quarterly invoice for such reimbursement, and amounts due hereunder may be withheld
from other amounts payable to Executive.
Any Health Insurance Continuation provided for herein will cease on the date on
which Executive becomes eligible for health insurance coverage under another employer's group
health insurance plan, and, within five (5) calendar days of Executive becoming eligible for health
insurance coverage under another employer's group health insurance plan, Executive agrees to
inform the Company of such fact in writing.
In no event will the Health Insurance Continuation to be provided by the Company
pursuant to this Agreement in one taxable year affect the amount of Health Insurance Continuation
to be provided in any other taxable year, nor will Executive's right to Health Insurance
Continuation be subject to liquidation or exchange for another benefit.
(f) Delay of Payments if Required by Section 409A. If amounts paid to
Executive pursuant to any Subsection of Section 3.2 would be subject to a penalty under Section
409A of the Internal Revenue Code because Executive is a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i), such payments will be delayed until a date which is six (6)
months after Executive's termination of employment, at which point any such delayed payments
will be paid to Executive in a lump sum.
3.3 Return of Records. Upon termination of employment, for whatever reason, or upon request
by the Company at any time, Executive shall immediately return to the Company all documents, records,
and materials belonging and/or relating to the Company, and all copies of all such materials. Upon
termination of employment, for whatever reason, or upon request by the Company at any time, Executive
further agrees to destroy such records maintained by Executive on Executive's own computer equipment.
3.4 Release. As a condition to the receipt of any amounts or benefits after termination of
employment for whatever reason, Executive, or his personal representative, shall be required to execute a
written release agreement in a form satisfactory to the Company containing, among other items, a general
release of claims against the Company and, as an additional condition to the receipt of such amounts or
benefits, Executive shall refuse to exercise any right to revoke such release agreement during any
applicable rescission period. Such written release under this Section 3.4 (A) shall be delivered to
Executive within three (3) business days after the date of termination of Executive's employment, and (B)
must be executed by Executive and the rescission period must expire without revocation of such release