Kohl's 2014 Annual Report Download - page 66

allowed by law and the Company's policies, plans and programs) or allow Executive to purchase reasonably comparable individual health insurance
coverage through the end of such longer period. Executive acknowledges and agrees that Executive is responsible for paying the balance of any
costs not paid for by the Company under this Agreement which are associated with Executive's participation in the Company's health insurance
plans or individual health insurance and that Executive's failure to pay such costs may result in the termination of Executive's participation in such
plans or insurance. Executive acknowledges and agrees that the Company may deduct from any Severance Payment Executive receives pursuant to
this Agreement, amounts that Executive is responsible to pay for Health Insurance Continuation. Any Health Insurance Continuation provided for
herein will cease on the date on which Executive becomes eligible for health insurance coverage under another employer's group health insurance
plan, and, within five (5) calendar days of Executive becoming eligible for health insurance coverage under another employer's group health
insurance plan, Executive agrees to inform the Company of such fact in writing.
In no event will the Health Insurance Continuation to be provided by the Company pursuant to this Agreement in one taxable year affect
the amount of Health Insurance Continuation to be provided in any other taxable year, nor will Executive's right to Health Insurance Continuation
be subject to liquidation or exchange for another benefit.
(e) Delay of Payments if Required by Section 409A. If amounts paid to Executive pursuant to any Subsection of Section 3.2 would be
subject to a penalty under Section 409A of the Internal Revenue Code because Executive is a “specified employee” within the meaning of Section 409A(a)
(2)(B)(i), such payments will be delayed until a date which is six (6) months after Executive's termination of employment, at which point any such delayed
payments will be paid to Executive in a lump sum.
3.3 Return of Records. Upon termination of employment, for whatever reason, or upon request by the Company at any time, Executive shall
immediately return to the Company all documents, records, and materials belonging and/or relating to the Company, and all copies of all such materials.
Upon termination of employment, for whatever reason, or upon request by the Company at any time, Executive further agrees to destroy such records
maintained by Executive on Executive's own computer equipment.
3.4 Release. As a condition to the receipt of any amounts or benefits after termination of employment for whatever reason, Executive, or
his personal representative, shall be required to execute a written release agreement in a form satisfactory to the Company containing, among other items, a
general release of claims against the Company and, as an additional condition to the receipt of such amounts or benefits, Executive shall refuse to exercise
any right to revoke such release agreement during any applicable rescission period. Such written release under this Section 3.4 (A) shall be delivered to
Executive within three (3) business days after the date of termination of Executive's employment, and (B) must be executed by Executive and the rescission
period must expire without revocation of such release within 40 days following the date of termination of employment or Executive shall forfeit the
compensation and benefits provided under this Agreement that are conditioned upon the release. Where any payment or benefit under the Agreement
constitutes a nonqualified deferred compensation arrangement within the meaning of Section 409A of the Code, to the extent that (i) Executive is not a
“specified employee” as defined in Section 409A of the Code and (ii) such payments would otherwise be paid or provided to Executive within the 40-day
period following the date of termination of employment, such payment(s) or benefit(s) shall commence following Executive's execution of the written release
and the expiration of the applicable rescission period, except where the