Kohl's 2012 Annual Report Download - page 71
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13
8.9 Consideration. Execution of this Agreement is a condition of Executive's continued
employment with the Company and Executive's continued employment by the Company, and the benefits
provided to Executive under this Agreement, constitute the consideration for Executive's undertakings
hereunder.
8.10 Amendment. This Agreement may be altered, amended or modified only in a writing,
signed by both of the Parties hereto.
8.11 Assignability. This Agreement and the rights and duties set forth herein may not be
assigned by Executive, but may be assigned by the Company, in whole or in part. This Agreement shall
be binding on and inure to the benefit of each party and such party's respective heirs, legal representatives,
successors and assigns.
8.12 Severability. If any court of competent jurisdiction determines that any provision of this
Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the
other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and
such invalid or unenforceable provision shall be construed in a manner so as to give the maximum valid
and enforceable effect to the intent of the Parties expressed therein.
8.13 Waiver of Breach. The waiver by either party of the breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.
8.14 Governing Law; Construction. This Agreement shall be governed by the internal laws of
the State of Wisconsin, without regard to any rules of construction concerning the draftsman hereof.
8.15 Section 409A Compliance. The Company and Executive intend that any amounts
or benefits payable or provided under this Agreement comply with the provisions of Section 409A
of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject
Executive to the payment of the tax, interest and any tax penalty which may be imposed under
Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent
with such intent. In furtherance thereof, to the extent that any provision hereof would otherwise
result in Executive being subject to payment of tax, interest and tax penalty under Code Section
409A, the Company and Executive agree to amend this Agreement in a manner that brings this
Agreement into compliance with Code Section 409A and preserves to the maximum extent
possible the economic value of the relevant payment or benefit under this Agreement to Executive.
[Signatures on Following Page]