Kohl's 2014 Annual Report Download - page 60

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Executive may not participate on the board of directors or any similar governing body of any for-profit entity other than the Company, unless first approved
by the Company's Board.
ARTICLE II
COMPENSATION AND OTHER BENEFITS
2.1 Base Salary. During the Initial Term and the Renewal Term, the Company shall pay Executive an annual base salary as described in Exhibit A
(a copy of which is attached hereto and incorporated herein), payable in accordance with the normal payroll practices and schedule of the Company (“Base
Salary”). The Base Salary shall be subject to adjustment from time to time as determined by the Board.
2.2 Benefit Plans and Fringe Benefits. During the Initial Term and the Renewal Term, Executive will be eligible to participate in the plans,
programs and policies including, without limitation, group medical insurance, fringe benefits, paid vacation, expense reimbursement and incentive pay
plans, which the Company makes available to senior executives of the Company in accordance with the eligibility requirements, terms and conditions of
such plans, programs and policies in effect from time to time. Executive acknowledges and agrees that the Company may amend, modify or terminate any of
such plans, programs and policies at any time at its discretion.
2.3 Equity Plans or Programs. During the Initial Term and the Renewal Term, Executive may be eligible to participate in stock option, phantom
stock, restricted stock or other similar equity incentive plans or programs which the Company may establish from time to time. The terms of any such plans or
programs, and Executive's eligibility to participate in them, shall be established by the Board at its sole discretion. Executive acknowledges and agrees that
the Company may amend, modify or terminate any of such plans or programs at any time at its discretion.
In no event will the reimbursements or in-kind benefits to be provided by the Company pursuant to this Agreement in one taxable year affect the
amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive's right to reimbursement or in-kind benefits be
subject to liquidation or exchange for another benefit. Further, any reimbursements to be provided by the Company pursuant to this Agreement shall be paid
to the Executive no later than the calendar year following the calendar year in which the Executive incurs the expenses.
ARTICLE III
TERMINATION
3.1 Right to Terminate; Automatic Termination.
(a) Termination Without Cause. Subject to Section 3.2, below, the Company may terminate Executive's employment and all of the
Company's obligations under this Agreement at any time and for any reason.
(b) Termination For Cause. Subject to Section 3.2, below, the Company may terminate Executive's employment and all of the Company's
obligations under this Agreement at any time for Cause (defined below) by giving notice to Executive stating the basis for such termination, effective
immediately upon giving such notice or at such other time thereafter as the Company may designate. “Cause” shall mean any of the following: (i) Executive's
continuous failure to substantially perform Executive's duties after a written demand for substantial performance is delivered to Executive that