Kohl's 2014 Annual Report Download - page 61

specifically identifies the 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 determination 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.