Kohl's 2012 Annual Report Download - page 94

Download and view the complete annual report

Please find page 94 of the 2012 Kohl's annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 164

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164

3
manner in which the Company believes that Executive has not substantially performed his duties, and
Executive has failed to demonstrate substantial efforts to resume substantial performance of Executive's
duties on a continuous basis within sixty (60) calendar days after receiving such demand; (ii) Executive's
violation of a material provision of “Kohl's Ethical Standards and Responsibilities” which is materially
injurious to the Company, monetarily or otherwise; (iii) any dishonest or fraudulent conduct which results,
or is intended to result, in gain to Executive or Executive's personal enrichment at the expense of the
Company; (iv) any material breach of this Agreement by Executive after a written notice of such breach is
delivered to Executive that specifically identifies the manner in which the Company believes that
Executive has breached this Agreement, and Executive has failed to cure such breach within thirty (30)
calendar days after receiving such demand; provided, however, that no cure period shall be required for
breaches of Articles IV, V, VI or VII, below, of this Agreement; or (v) conviction of Executive, after all
applicable rights of appeal have been exhausted or waived, of any crime. Notwithstanding the conviction
of a crime as described in the preceding subsection (v), the Board, in its sole discretion, may waive such
termination in the event it determines that such crime does not discredit the Company or is not detrimental
to the Company's reputation or goodwill, and any decision by the Board with respect to such waiver shall
be final.
(c) Termination for Good Reason. Subject to Section 3.2, below, Executive may
terminate Executive's employment and all of the Company's obligations under this Agreement at any time
for Good Reason (defined below) by giving written notice to the Company stating the basis for such
termination, effective immediately upon giving such notice. “Good Reason” shall mean any of the
following: (i) a material reduction in Executive's status, title, position, responsibilities or Base Salary; (ii)
any material breach by the Company of this Agreement; (iii) any purported termination of the Executive's
employment for Cause which does not comply with the terms of this Agreement; or (iv) a mandatory
relocation of Executive's employment with the Company from the Milwaukee, Wisconsin area, except for
travel reasonably required in the performance of Executive's duties and responsibilities; provided,
however, that no termination shall be for Good Reason until Executive has provided the Company with
written notice of the conduct alleged to have caused Good Reason and at least thirty (30) calendar days
have elapsed after the Company's receipt of such written notice from Executive, during which the
Company has failed to demonstrate substantial efforts to cure any such alleged conduct.
(d) Termination by Death or Disability. Subject to Section 3.2, below, Executive's
employment and the Company's obligations under this Agreement shall terminate automatically, effective
immediately and without any notice being necessary, upon Executive's death or a determination
of Disability of Executive. For purposes of this Agreement, “Disability” means the Executive: (i) is
unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, or (ii) has been, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan covering employees of the Company.
A determination of Disability shall be made by the Company, which may, at its sole discretion, consult
with a physician or physicians satisfactory to the Company, and Executive shall cooperate with any efforts
to make such determination. Any such determina-tion shall be conclusive and binding on the parties. Any
determination of Disability under this Section 3.1(d) is not intended to alter any benefits any party may be
entitled to receive under any disability insurance policy carried by either the Company or Executive with
respect to Executive, which benefits shall be governed solely by the terms of any such insurance policy.