Kohl's 2014 Annual Report Download - page 65

iii. Definition - Change of Control. “Change of Control” means the occurrence of (1) the acquisition (other than from the
Company) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)), other than the Company, a subsidiary of the Company or any employee benefit plan or plans sponsored by the Company or any
subsidiary of the Company, directly or indirectly, of beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of thirty-three percent
(33%) or more of the then outstanding shares of common stock of the Company or voting securities representing thirty-three percent (33%) or more
of the combined voting power of the Company's then outstanding voting securities ordinarily entitled to vote in the election of directors unless the
Incumbent Board (defined below), before such acquisition or within thirty (30) days thereafter, deems such acquisition not to be a Change of
Control; or (2) individuals who, as of the date of this Agreement, constitute the Board (as of such date, “Incumbent Board”) ceasing for any reason to
constitute at least a majority of such Board; provided, however, that any person becoming a director subsequent to the date of this Agreement whose
election, or nomination for election by the shareholders of the Company, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be for purposes of this Agreement, considered as though such person were a member of the Incumbent Board
but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
which was (or, if threatened, would have been) subject to Exchange Act Rule 14a-12(c); or (3) the consummation of any merger, consolidation or
share exchange of the Company with any other corporation, other than a merger, consolidation or share exchange which results in more than sixty
percent (60%) of the outstanding shares of the common stock, and voting securities representing more than sixty percent (60%) of the combined
voting power of then outstanding voting securities entitled to vote generally in the election of directors, of the surviving, consolidated or resulting
corporation being then beneficially owned, directly or indirectly, by the persons who were the Company's shareholders immediately prior to such
transaction in substantially the same proportions as their ownership, immediately prior to such transaction, of the Company's then outstanding
Common Stock or then outstanding voting securities, as the case may be; or (4) the consummation of any liquidation or dissolution of the Company
or a sale or other disposition of all or substantially all of the assets of the Company.
Following the occurrence of an event which is not a Change of Control whereby there is a successor company to the Company, or
if there is no such successor whereby the Company is not the surviving corporation in a merger or consolidation, the surviving corporation or
successor holding company (as the case may be), for purposes of this Agreement, shall thereafter be referred to as the Company.
(iv) Definition - Health Insurance Continuation. For purposes of Sections 3.2(d)(i) and 3.2(d)(ii) above, the term “Health
Insurance Continuation” means that, if Executive (and Executive's eligible dependents), following termination from employment under Sections
3.2(d)(i) and 3.2(d)(ii) above, timely elects to participate in the Company's group health insurance plans pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the normal monthly employer's cost of coverage under the
Company's group health insurance plans for full-time employees toward such COBRA coverage for the specified period of time, if any, set forth in
Sections 3.2(d)(i) and 3.2(d)(ii). If the specified period of time provided for in this Agreement is longer than the end of the 18-month period for
which Executive is eligible for COBRA, the Company will, until the end of such longer period, pay the normal monthly employer's cost of coverage
under the Company's group health insurance plans to, at its sole discretion, allow Executive to continue to participate in such plans (if