Kohl's 2012 Annual Report Download - page 92

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1
EXHIBIT 10.19
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is
executed as of this 1st day of April, 2012, by and between Kohl's Department Stores, Inc. and Kohl's
Corporation (collectively referred to in this Agreement as “Company”) and John M. Worthington
(“Executive”).
RECITALS
The Company and Executive entered into an employment agreement dated as of September 10,
2007, as amended on November 17, 2008, September 1, 2009 and December 1, 2010 (the “Original
Agreement”), whereby Company and Executive agreed to certain aspects of their relationship during and
after the period in which Executive is employed by the Company.
The parties believe it is in their best interests to amend and restate the Original Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the Company and Executive (“Parties”), the Parties agree as follows:
ARTICLE I
EMPLOYMENT
1.1 Term of Employment. The Company employs Executive, and Executive accepts
employment by the Company, for the three (3) year period commencing on April 1, 2012 (the “Initial
Term”), subject to earlier termination as hereinafter set forth in Article III, below. This Agreement shall
be automatically extended for one (1) day each day during the term (the Initial Term as so extended, the
“Renewal Term”) unless either party shall give the other a written notice of intention not to renew, in
which case this Agreement shall terminate as of the end of the Initial Term or said Renewal Term, as
applicable or unless this Agreement is earlier terminated as set forth in Article III, below. If this
Agreement is extended, the terms of this Agreement during such Renewal Term shall be the same as the
terms in effect immediately prior to such extension (including the early termination provisions set forth in
Article III, below), subject to any such changes or modifications as mutually may be agreed between the
Parties as evidenced in a written instrument signed by both the Company and Executive. If Executive's
employment is terminated for any reason specified in Section 3.1, below, after either party has provided a
notice of non-renewal under this Section 1.1, such termination will be treated as a termination under the
applicable provision of Section 3.1 and not as a termination due to non-renewal under this Section 1.1.
1.2 Position and Duties. Executive shall be employed in the position of Chief Administrative
Officer, and shall be subject to the authority of, and shall report to, the Company's Chairman, President
and Chief Executive Officer and/or Board of Directors (the “Board”). Executive's duties and
responsibilities shall include all those customarily attendant to the position of Chief Administrative
Officer and such other duties and responsibilities as may be assigned from time to time by Executive's
supervisor and/or the Company's Board. Executive shall devote Executive's entire business time, attention
and energies exclusively to the business interests of the Company while employed by the Company except
as otherwise specifically approved in writing by Executive's supervisor and/or the Company's Board.