Kohl's 2012 Annual Report Download - page 98

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meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)), other than the Company, a subsidiary of the Company or any employee benefit
plan or plans sponsored by the Company or any subsidiary of the Company, directly or indirectly,
of beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of thirty-three percent
(33%) or more of the then outstanding shares of common stock of the Company or voting
securities representing thirty-three percent (33%) or more of the combined voting power of the
Company's then outstanding voting securities ordinarily entitled to vote in the election of directors
unless the Incumbent Board (defined below), before such acquisition or within thirty (30) days
thereafter, deems such acquisition not to be a Change of Control; or (2) individuals who, as of the
date of this Agreement, constitute the Board (as of such date, “Incumbent Board”) ceasing for any
reason to constitute at least a majority of such Board; provided, however, that any person
becoming a director subsequent to the date of this Agreement whose election, or nomination for
election by the shareholders of the Company, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be for purposes of this Agreement,
considered as though such person were a member of the Incumbent Board but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or
threatened election contest which was (or, if threatened, would have been) subject to Exchange Act
Rule 14a-12(c); or (3) the consummation of any merger, consolidation or share exchange of the
Company with any other corporation, other than a merger, consolidation or share exchange which
results in more than sixty percent (60%) of the outstanding shares of the common stock, and
voting securities representing more than sixty percent (60%) of the combined voting power of then
outstanding voting securities entitled to vote generally in the election of directors, of the surviving,
consolidated or resulting corporation being then beneficially owned, directly or indirectly, by the
persons who were the Company's shareholders immediately prior to such transaction in
substantially the same proportions as their ownership, immediately prior to such transaction, of the
Company's then outstanding Common Stock or then outstanding voting securities, as the case may
be; or (4) the consummation of any liquidation or dissolution of the Company or a sale or other
disposition of all or substantially all of the assets of the Company.
Following the occurrence of an event which is not a Change of Control whereby
there is a successor company to the Company, or if there is no such successor whereby the
Company is not the surviving corporation in a merger or consolidation, the surviving corporation
or successor holding company (as the case may be), for purposes of this Agreement, shall
thereafter be referred to as the Company.
(iv) Definition - Health Insurance Continuation. For purposes of Sections 3.2(b), 3.2(c)
and 3.2(d) above, the term “Health Insurance Continuation” means that in the event the Executive's
employment with the Company is terminated for any reason other than (A) a termination for Cause, or (B)
a voluntary termination by the Executive for any reason other than "Good Reason" or other than approved
by the Board of Directors of the Company, the Company shall continue to provide the Health Insurance
Benefits. In the event of Executive's death, the Health Insurance Benefits shall continue to be provided to
Executive's Eligible Dependants, in each case for as long as each individual would have continued to qualify
as an eligible dependant under the terms of the applicable insurance and medical plans had Executive been
living.
Company's responsibility to provide Health Insurance Continuation shall at all times be
contingent upon:
(1) the Health Insurance Benefits being reasonably available to the Company with respect
to Executive and Executive's Eligible Dependants, as the case may be; and