Kohl's 2015 Annual Report Download - page 61

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EXHIBIT 10.22
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is executed as of this 16th day of November, 2015, by and between Kohl’s Department Stores,
Inc. and Kohl’s Corporation (collectively referred to in this Agreement as “Company”) and Sona Chawla (“Executive”).
The Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms and conditions set forth herein.
The parties believe it is in their best interests to make provision for certain aspects of their relationship during and after the period in which
Executive is employed by the Company.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and Executive (the “Parties”), the Parties agree as follows:
ARTICLE I
EMPLOYMENT
1.1 Term of Employment. The Company employs Executive, and Executive accepts employment by the Company, for the three (3) year period
commencing on November 30, 2015 (the “Initial Term”), subject to earlier termination as hereinafter set forth in Article III, below. This Agreement shall be
automatically extended for one (1) day each day during the term (the Initial Term as so extended, the “Renewal Term”) unless the Company shall give the
Executive written notice of intention not to renew, in which case this Agreement shall terminate as of the end of the Initial Term or said Renewal Term, as
applicable or unless this Agreement is earlier terminated as set forth in Article III, below. If this Agreement is extended, the terms of this Agreement during
such Renewal Term shall be the same as the terms in effect immediately prior to such extension (including the early termination provisions set forth in Article
III, below), subject to any such changes or modifications as mutually may be agreed between the Parties as evidenced in a written instrument signed by both
the Company and Executive. If Executive’s employment is terminated for any reason specified in Section 3.1, below, after Company has provided a notice of
non-renewal under this Section 1.1, such termination will be treated as a termination under the applicable provision of Section 3.1 and not as a termination
due to non-renewal under this Section 1.1.
1.2 Position and Duties. Executive shall be employed in the position of Chief Operating Officer, and shall be subject to the authority of, and shall
report to, the Company’s Chief Executive Officer and/or Board of Directors (the “Board”). Executive’s duties and responsibilities shall include all those
customarily attendant to the position of Chief Operating Officer and such other duties and responsibilities as may be assigned from time to time by
Executive’s supervisor and/or the Company’s Board. Executive shall devote Executive’s entire business time, attention and energies exclusively to the
business interests of the Company while employed by the Company except as otherwise specifically approved in writing by Executive’s supervisor and/or
the Company’s Board. During the Initial Term and the Renewal Term, Executive may not participate on the board of directors or any similar governing body
of any for-profit entity other than the Company, unless first approved in writing by the Company’s Board.
ARTICLE II
COMPENSATION AND OTHER BENEFITS
2.1 Base Salary. During the Initial Term and the Renewal Term, the Company shall pay Executive an annual base salary as described in Exhibit A
(a copy of which is attached hereto and incorporated herein), payable in accordance with the normal payroll practices and schedule of the Company (“Base
Salary”). The Base Salary shall be subject to adjustment from time to time as determined by the Board.
2.2 Benefit Plans and Fringe Benefits. During the Initial Term and the Renewal Term, Executive will be eligible to participate in the plans,
programs and policies including, without limitation, group medical insurance, fringe benefits, paid vacation, expense reimbursement and incentive pay
plans, which the Company makes available to senior executives of the Company in accordance with the eligibility requirements, terms and conditions of
such plans, programs and policies in effect from time to time. Executive acknowledges and agrees that the Company may amend, modify or terminate any of
such plans, programs and policies at any time at its discretion.