Kohl's 2014 Annual Report Download - page 71

8.4 Confidentiality of Agreement. Executive agrees that, with the exception of disclosures pursuant to Section 8.2(d), above, Executive will not
disclose, directly or indirectly, any non-public terms of this Agreement to any third party; provided, however, that following Executive's obtaining a promise
of confidentiality for the benefit of the Company from Executive's tax preparer, accountant, attorney and spouse, Executive may disclose such terms to such
of these individuals who have made such a promise of confidentiality. This provision shall not prevent Executive from disclosing such matters in testifying
in any hearing, trial or other legal proceeding where Executive is required to do so.
8.5 Cooperation. Executive agrees to take all reasonable steps during and after Executive's employment with the Company to make himself/herself
available to and to cooperate with the Company, at its request, in connection with any legal proceedings or other matters in which it is or may become
involved. Following Executive's employment with the Company, the Company agrees to pay reasonable compensation to Executive and to pay all
reasonable expenses incurred by Executive in connection with Executive's obligations under this Section 8.5.
8.6 Effect of Breach. In the event that Executive breaches any provision of this Agreement, Executive agrees that the Company may suspend all
payments to Executive under this Agreement (including any Severance Payment), recover from Executive any damages suffered as a result of such breach and
recover from Executive any reasonable attorneys' fees or costs it incurs as a result of such breach. In addition, Executive agrees that the Company may seek
injunctive or other equitable relief, without the necessity of posting bond, as a result of a breach by Executive of any provision of this Agreement.
8.7 Entire Agreement. This Agreement contains the entire understanding and the full and complete agreement of the Parties and supersedes and
replaces any prior understandings and agreements among the Parties with respect to the subject matter hereof, including without limitation the Original
Agreement.
8.8 Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and shall not control or affect the
meaning or construction of any of its provisions.
8.9 Consideration. Execution of this Agreement is a condition of Executive's continued employment with the Company and Executive's continued
employment by the Company, and the benefits provided to Executive under this Agreement, constitute the consideration for Executive's undertakings
hereunder.
8.10 Amendment. This Agreement may be altered, amended or modified only in a writing, signed by both of the Parties hereto.
8.11 Assignability. This Agreement and the rights and duties set forth herein may not be assigned by Executive, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure to the benefit of each party and such party's respective heirs, legal
representatives, successors and assigns.
8.12 Severability. If any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then such
invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and
effect, and such invalid or unenforceable provision shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the
Parties expressed therein.