Kohl's 2014 Annual Report Download - page 72

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8.13 Waiver of Breach. The waiver by either party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach by either party.
8.14 Governing Law; Construction. This Agreement shall be governed by the internal laws of the State of Wisconsin, without regard to any rules
of construction concerning the draftsman hereof.
8.15 Section 409A Compliance. The Company and Executive intend that any amounts or benefits payable or provided under this Agreement
comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Executive to the
payment of the tax, interest and any tax penalty which may be imposed under Code Section 409A. The provisions of this Agreement shall be interpreted in a
manner consistent with such intent. In furtherance thereof, to the extent that any provision hereof would otherwise result in Executive being subject to
payment of tax, interest and tax penalty under Code Section 409A, the Company and Executive agree to amend this Agreement in a manner that brings this
Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic value of the relevant payment or benefit
under this Agreement to Executive.
[Signatures on Following Page]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.
KOHL'S DEPARTMENT STORES, INC.:
By: /s/ Kevin Mansell
Kevin Mansell,
Chairman, President and Chief Executive Officer
EXECUTIVE:
By: /s/ Kenneth G. Bonning
Kenneth G. Bonning