Kohl's 2014 Annual Report Download - page 62

(e) Termination by Resignation. Subject to Section 3.2, below, Executive's employment and the Company's obligations under this
Agreement shall terminate automatically, effective immediately upon Executive's provision of written notice to the Company of Executive's resignation from
employment with the Company or at such other time as may be mutually agreed between the Parties following the provision of such notice.
(f) Separation of Service. A termination of employment under this Agreement shall only occur to the extent Executive has a “separation
from service” from Company in accordance with Section 409A of the Code. Under Section 409A, a “separation from service” occurs when Executive and the
Company reasonably anticipate that no further services will be performed by Executive after a certain date or that the level of bona fide services Executive
would perform after such date (whether as an employee or as a consultant) would permanently decrease to no more than 20 percent of the average level of
bona fide services performed by Executive over the immediately preceding 36-month period.
3.2 Rights Upon Termination.
(a) Termination By Company for Cause, By Executive Other Than For Good Reason or By Executive's Non-Renewal. If Executive's
employment is terminated by the Company pursuant to Section 3.1(b), above, by Executive pursuant to Section 3.1(e), above, or due to non-renewal by
Executive pursuant to Section 1.1, above, Executive shall have no further rights against the Company hereunder, except for the right to receive (i) any unpaid
Base Salary with respect to the period prior to the effective date of termination together with payment of any vacation that Executive has accrued but not
used through the date of termination; (ii) reimbursement of expenses to which Executive is entitled under Section 2.2, above; and (iii) Executive's unpaid
bonus, if any, attributable to any complete fiscal year of the Company ended before the date of termination (in the aggregate, the “Accrued Benefits”). Any
such bonus payment shall be made at the same time as any such bonus is paid to other similarly situated executives of the Company. Furthermore, under this
Section 3.2(a), vesting of any Company stock options granted to Executive ceases on the effective date of termination, and any unvested stock options lapse
and are forfeited immediately upon the effective date of termination.
(b) Termination By Company's Non-Renewal or Due to Executive's Death. If Executive's employment is terminated due to non-renewal by
the Company pursuant to Section 1.1, above, Executive shall have no further rights against the Company hereunder, except for the right to receive (i)
Accrued Benefits; and (ii) the Pro Rata Bonus (as defined in Section 3.2(d)(i), below). If Executive's employment is terminated due to Executive's death
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;
and (ii) a share of any bonus attributable to the fiscal year of the Company during which the effective date of termination occurs determined as follows: the
product of (x) the average bonuses paid or payable, including any amounts that were deferred in respect of the three (3) fiscal years immediately preceding
the fiscal year in which the effective date of termination occurs and (y) a fraction, the numerator of which is the number of days completed in the fiscal year in
which the effective date of termination occurs through the effective date of termination and the denominator of which is three hundred sixty-five (365) (the
“Historic Pro Rata Bonus”). The Pro Rata Bonus or the Historic Pro Rata Bonus shall be paid at the same time as any such bonuses are paid to other similarly
situated executives of the Company. Upon termination due to either non-renewal by the Company or the Executive's death, Executive shall also be entitled
to a severance payment equal to fifty percent (50%) of Executive's Base Salary payable for one (1) year following the effective date of termination pursuant to
normal payroll practices. Furthermore, under this Section 3.2(b), 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; provided,