Kohl's 2014 Annual Report Download - page 63

however, that if Executive's termination is due to Executive's death, all Company stock options granted to Executive shall immediately vest upon the date of
Executive's death.
(c) Termination Due to Disability. If Executive's employment is terminated due to Executive's Disability 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; (ii) the Historic Pro Rata
Bonus; and (iii) a Severance Benefit. The Historic Pro Rata Bonus payment shall be made at the same time as any such bonuses are paid to other similarly
situated executives of the Company. For purposes of this Section 3.2(c), “Severance Benefit” means six (6) months of Base Salary, payable in equal
installments during the six (6) month period following Executive's exhaustion of any short-term disability benefits provided by the Company, in accordance
with the normal payroll practices and schedule of the Company. The amount of such Severance Benefit shall be reduced by any compensation (including any
payments from the Company or any benefit plans, policies or programs sponsored by the Company) earned or received by Executive during the six (6) month
period following the date of termination and the six (6) month period during which Executive receives the Severance Benefit, and Executive agrees to
reimburse the Company for the amount of any such reduction. Executive acknowledges and agrees that, upon the cessation, if any, of such Disability during
the period of the payment of the Severance Benefit, he has an obligation to use his reasonable efforts to secure other employment consistent with Executive's
status and experience and that his failure to do so, as determined at the sole discretion of the Board, is a breach of this Agreement. Furthermore, under this
Section 3.2(c), 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.
(d) Termination By Company Without Cause or By Executive for Good Reason.
i. No Change of Control. If Executive's employment is terminated by the Company pursuant to Section 3.1(a), above, or by
Executive pursuant to Section 3.1(c), above, and such termination does not occur three (3) months prior to or within one (1) year after the occurrence
of a Change of Control (defined below), Executive shall have no further rights against the Company hereunder, except for the right to receive
(A) Accrued Benefits; (B) a Severance Payment (defined below); (C) the Pro Rata Bonus (defined below); provided, however, that the Pro Rata
Bonus payment shall be made at the same time as any such bonuses are paid to other similarly situated executives of the Company; (D)
outplacement services from an outplacement service company of the Company's choosing at a cost not to exceed Twenty Thousand Dollars
($20,000.00), payable directly to such outplacement service company (“Outplacement Services”); and (E) Health Insurance Continuation (defined
below) for a period of two (2) years following the effective date of Executive's termination.
For purposes of this Section 3.2(d)(i), “Severance Payment” means an amount equal to the sum of:
(x) Executive's Base Salary for the remainder of the then current Initial Term or Renewal Term of this Agreement, but not to exceed two and
nine-tenths (2.9) years; plus
(y) an amount equal to the average (calculated at the sole discretion of the Company) of the three (3) most recent annual incentive com-
pensation plan payments, if any, paid to Executive prior to the effective date of termination.