Kohl's 2014 Annual Report Download - page 64

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The Severance Payment shall be paid to Executive in a lump sum within forty (40) days after the effective date of termination, subject to Section
3.2(e) below.
For purposes of this Section 3.2(d)(i), the “Pro Rata Bonus” means an amount equal to the product of:
(x) the bonus attributable to the fiscal year of the Company during which the Executive's termination occurs equal in amount to the bonus
the Executive would have received for the full fiscal year had the Executive's employment not terminated and determined, where
applicable, by taking into account the actual performance of the Company at year-end; 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).
Furthermore, under this Section 3.2(d)(i), vesting of any Company stock options granted to Executive prior to the date of termination shall continue
as scheduled until the term of this Agreement expires, after which such vesting ceases and any unvested stock options lapse and are forfeited.
ii. Change of Control. If Executive's employment is terminated by the Company pursuant to Section 3.1(a), above, or by the
Executive pursuant to Section 3.1(c), above, and such termination occurs within three (3) months prior to or 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 Historic Pro Rata Bonus; provided, however, that such bonus payments shall be
made at the same time as any such bonuses are paid to other similarly situated executives of the Company; (D) Health Insurance Continuation
(defined below) for a period of one (1) year following the effective date of Executive's termination; and (E) Outplacement Services.
For purposes of this Section 3.2(d)(ii), “Severance Payment” means an amount equal to the sum of:
(x) Executive's Base Salary for the period of time equal to the remainder of the then-current Renewal Term, 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 times the number of years, rounded to the
nearest tenth, remaining in the then-current Renewal Term, but not to exceed two and nine-tenths (2.9).
The Severance Payment shall be paid to Executive in a lump sum within forty (40) days after the effective date of termination, subject to Section
3.2(e) below.
Furthermore, under this Section 3.2(d)(ii), vesting of any Company stock options granted to Executive prior to termination shall occur immediately
upon the date of termination.