Kohl's 2012 Annual Report Download - page 99

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(2) Following the termination of Executive's employment with the Company, Executive
or Executive's Eligible Dependants, as the case may be, shall reimburse the Company
for all premiums paid for Executive's Health Insurance Benefits, as determined by the
Company in good faith from time to time. The Company shall provide Executive a
quarterly invoice for such reimbursement, and amounts due hereunder may be withheld
from other amounts payable to Executive.
Any Health Insurance Continuation provided for herein will cease forever on the
date on which Executive becomes eligible for health insurance coverage under another employer's
group health insurance plan, and, within five (5) calendar days of Executive becoming eligible for
health insurance coverage under another employer's group health insurance plan, Executive agrees
to inform the Company of such fact in writing.
In no event will the Health Insurance Continuation to be provided by the Company
pursuant to this Agreement in one taxable year affect the amount of Health Insurance Continuation
to be provided in any other taxable year, nor will Executive's right to Health Insurance
Continuation be subject to liquidation or exchange for another benefit.
(e) Delay of Payments if Required by Section 409A. If amounts paid to Executive
pursuant to any Subsection of Section 3.2 would be subject to a penalty under Section 409A of the
Internal Revenue Code because Executive is a “specified employee” within the meaning of Section 409A
(a)(2)(B)(i), such payments will be delayed until a date which is six (6) months after Executive's
termination of employment, at which point any such delayed payments will be paid to Executive in a lump
sum. Further, to the extent amount any amounts payable to Executive pursuant to any Subsection of
Section 3.2 are determined, after consultation with Company counsel, to be required to be paid in
accordance with the payment terms under the Original Agreement in order for Executive to avoid
penalties under Section 409A, such amounts shall be payable in accordance with the payment terms under
the Original Agreement. Any amounts required to be paid pursuant to the terms of the Original
Agreement as described in the prior sentence shall accrue interest at the rate applicable to 5-year United
States Treasury notes as of the effective date of termination during the period the payments are unpaid and
such interest shall be paid by the Company to the Executive together with each installment payment. In
no event, however, shall the total amount payable to Executive under any Subsection of this Section 3.2
be subject to the offset described in the Original Agreement for compensation earned or received by
Executive from other sources.
3.3 Return of Records. Upon termination of employment, for whatever reason, or upon
request by the Company at any time, Executive shall immediately return to the Company all documents,
records, and materials belonging and/or relating to the Company, and all copies of all such materials.
Upon termination of employment, for whatever reason, or upon request by the Company at any time,
Executive further agrees to destroy such records maintained by Executive on Executive's own computer
equipment.
3.4 Release. As a condition to the receipt of any amounts or benefits after termination
of employment for whatever reason, Executive, or his personal representative, shall be required to execute
a written release agreement in a form satisfactory to the Company containing, among other items, a
general release of claims against the Company and, as an additional condition to the receipt of such
amounts or benefits, Executive shall refuse to exercise any right to revoke such release agreement during
any applicable rescission period. Such written release under this Section 3.4 (A) shall be delivered to
Executive within three (3) business days after the date of termination of Executive's employment, and (B)
must be executed by Executive and the rescission period must expire without revocation of such release