Kohl's 2012 Annual Report Download - page 96

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lapse and be forfeited as of such date; provided, however, that if Executive's termination is due to
Executive's death, all Company stock options granted to Executive shall immediately vest upon the date
of Executive's death.
(c) Termination Due to Disability. If Executive's employment is terminated due to
Executive's Disability pursuant to Section 3.1(d), above, Executive shall have no further rights against the
Company hereunder, except for the right to receive (i) Accrued Benefits; (ii) Health Insurance
Continuation (defined below); (iii) the Historic Pro Rata Bonus; and (iv) a Severance Benefit. The
Historic Pro Rata Bonus payment shall be made at the same time as any such bonuses are paid to other
similarly situated executives of the Company. For purposes of this Section 3.2(c), “Severance Benefit”
means six (6) months of Base Salary, payable in equal installments during the six (6) month period
following Executive's exhaustion of any short-term disability benefits provided by the Company, in
accordance with the normal payroll practices and schedule of the Company. The amount of such
Severance Benefit shall be reduced by any compensation (including any payments from the Company or
any benefit plans, policies or programs sponsored by the Company) earned or received by Executive
during the six (6) month period following the date of termination and the six (6) month period during
which Executive receives the Severance Benefit, and Executive agrees to reimburse the Company for the
amount of any such reduction. Executive acknowledges and agrees that, upon the cessation, if any, of
such Disability during the period of the payment of the Severance Benefit, he has an obligation to use his
reasonable efforts to secure other employment consistent with Executive's status and experience and that
his failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement.
Furthermore, under this Section 3.2(c), vesting of any Company stock options granted to Executive shall
cease on the effective date of termination, and any unvested stock options shall lapse and be forfeited as of
such date.
(d) Termination By Company Without Cause or By Executive for Good
Reason.
i. No Change of Control. If Executive's employment is terminated by the
Company pursuant to Section 3.1(a), above, or by Executive pursuant to Section 3.1(c), above, and
such termination does not occur three (3) months prior to or within one (1) year after the
occurrence of a Change of Control (defined below), Executive shall have no further rights against
the Company hereunder, except for the right to receive (A) Accrued Benefits; (B) a Severance
Payment (defined below); (C) the Pro Rata Bonus (defined below); provided, however, that the
Pro Rata Bonus payment shall be made at the same time as any such bonuses are paid to other
similarly situated executives of the Company; (D) outplacement services from an outplacement
service company of the Company's choosing at a cost not to exceed Twenty Thousand Dollars
($20,000.00), payable directly to such outplacement service company (“Outplacement Services”);
and (E) Health Insurance Continuation (defined below).
For purposes of this Section 3.2(d)(i), “Severance Payment” means an amount
equal to the sum of:
(x) Executive's Base Salary for the remainder of the then current Initial Term or Renewal
Term of this Agreement, but not to exceed two and nine-tenths (2.9) years; plus
(y) an amount equal to the average (calculated at the sole discretion of the Company) of the
three (3) most recent annual incentive com-pensation plan payments, if any, paid to
Executive prior to the effective date of termination.