Kohl's 2012 Annual Report Download - page 70

12
(d) Prospective Employers. Executive agrees, during the term of any restriction
contained in Articles IV, V and VII, above, to disclose such provisions to any future or prospective
employer. Executive further agrees that the Company may send a copy of this Agreement to, or otherwise
make the provisions hereof known to, any such employer.
8.3 Effect of Termination. Notwithstanding any termination of this Agreement, the Executive,
in consideration of his employment hereunder, shall remain bound by the provisions of this Agreement
which specifically relate to periods, activities or obligations upon or subsequent to the termination of the
Executive's employment.
8.4 Confidentiality of Agreement. Executive agrees that, with the exception of disclosures
pursuant to Section 8.2(d), above, Executive will not disclose, directly or indirectly, any non-public terms
of this Agreement to any third party; provided, however, that following Executive's obtaining a promise of
confidentiality for the benefit of the Company from Executive's tax preparer, accountant, attorney and
spouse, Executive may disclose such terms to such of these individuals who have made such a promise of
confidentiality. This provision shall not prevent Executive from disclosing such matters in testifying in
any hearing, trial or other legal proceeding where Executive is required to do so.
8.5 Cooperation. Executive agrees to take all reasonable steps during and after Executive's
employment with the Company to make himself/herself available to and to cooperate with the Company,
at its request, in connection with any legal proceedings or other matters in which it is or may become
involved. Following Executive's employment with the Company, the Company agrees to pay reasonable
compensation to Executive and to pay all reasonable expenses incurred by Executive in connection with
Executive's obligations under this Section 8.5.
8.6 Effect of Breach, Fees and Expenses. In the event that Executive breaches any provision of
this Agreement, Executive agrees that the Company may suspend all payments to Executive under this
Agreement (including any Severance Payment), recover from Executive any damages suffered as a result
of such breach and recover from Executive any reasonable attorneys' fees or costs it incurs as a result of
such breach. In addition, Executive agrees that the Company may seek injunctive or other equitable
relief, without the necessity of posting bond, as a result of a breach by Executive of any provision of this
Agreement.
The Company shall pay all legal fees and related expenses (including the costs of experts,
evidence and counsel) reasonably incurred by the Executive as they become due as a result of a position
taken in good faith by the Executive with respect to (i) the Executive's termination of employment
(including all such fees and expenses, if any, incurred in contesting or disputing any such termination of
employment), and (ii) the Executive's seeking to obtain or enforce any right or benefit provided by this
Agreement or by any other plan or arrangement maintained by the Company under which the Executive is
or may be entitled to receive benefits.
8.7 Entire Agreement. This Agreement contains the entire understanding and the full and
complete agreement of the Parties and supersedes and replaces any prior understandings and agreements
among the Parties with respect to the subject matter hereof, including without limitation the Original
Agreement.
8.8 Headings. The headings of sections and paragraphs of this Agreement are for convenience
of reference only and shall not control or affect the meaning or construction of any of its provisions.