Kohl's 2015 Annual Report Download - page 62

2.3 Equity Plans or Programs. During the Initial Term and the Renewal Term, Executive may be eligible to participate in stock option, phantom
stock, restricted stock or other similar equity incentive plans or programs which the Company may establish from time to time. The terms of any such plans
or programs, and Executive’s eligibility to participate in them, shall be established by the Board at its sole discretion. Executive acknowledges and agrees
that the Company may amend, modify or terminate any of such plans or programs at any time at its discretion.
In no event will the reimbursements or in-kind benefits to be provided by the Company pursuant to this Agreement in one taxable year affect the
amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be
subject to liquidation or exchange for another benefit. Further, any reimbursements to be provided by the Company pursuant to this Agreement shall be paid
to the Executive no later than the calendar year following the calendar year in which the Executive incurs the expenses.
ARTICLE III
TERMINATION
3.1 Right to Terminate; Automatic Termination.
(a) Termination Without Cause. Subject to Section 3.2, below, the Company may terminate Executive’s employment and all of the
Company’s obligations under this Agreement at any time and for any reason.
(b) Termination For Cause. Subject to Section 3.2, below, the Company may terminate Executive’s employment and all of the Company’s
obligations under this Agreement at any time for Cause (defined below) by giving notice to Executive stating the basis for such termination, effective
immediately upon giving such notice or at such other time thereafter as the Company may designate. “Cause” shall mean any of the following: (i)
Executive’s continuous failure to substantially perform Executive’s duties after a written demand for substantial performance is delivered to Executive that
specifically identifies the manner in which the Company believes that Executive has not substantially performed his/her duties, and Executive has failed to
demonstrate substantial efforts to resume substantial performance of Executive’s duties on a continuous basis within thirty (30) calendar days after receiving
such demand; (ii) Executive’s violation of a material provision of “Kohl’s Ethical Standards and Responsibilities” which is materially injurious to the
Company, monetarily or otherwise; (iii) any dishonest or fraudulent conduct which results, or is intended to result, in gain to Executive or Executive’s
personal enrichment at the expense of the Company; (iv) Executive’s failure to permanently relocate her family to the Greater Milwaukee area by September
1, 2016; or (v) any material breach of this Agreement by Executive after a written notice of such breach is delivered to Executive that specifically identifies
the manner in which the Company believes that Executive has breached this Agreement, and Executive has failed to cure such breach within thirty (30)
calendar days after receiving such demand; provided, however, that no cure period shall be required for breaches of Articles IV, V, VI or VII, below, of this
Agreement; or (vi) conviction of Executive, after all applicable rights of appeal have been exhausted or waived, of any crime. Notwithstanding the
conviction of a crime as described in the preceding subsection (vi), the Board, in its sole discretion, may waive such termination in the event it determines
that such crime does not discredit the Company or is not detrimental to the Company's reputation or goodwill, and any decision by the Board with respect to
such waiver shall be final.
(c) Termination for Good Reason. Subject to Section 3.2, below, Executive may terminate Executive’s employment and all of the
Company’s obligations under this Agreement at any time for Good Reason (defined below) by giving written notice to the Company stating the basis
for such termination, effective immediately upon giving such notice. “Good Reason” shall mean any of the following: (i) the Company gives Executive
written notice of non-renewal pursuant to Section 1.1; (ii) a material reduction in Executive’s status, title, position, responsibilities or Base Salary; (iii) any
material breach by the Company of this Agreement; (iv) any purported termination of the Executive’s employment for Cause which does not comply with the
terms of this Agreement; or (v) a mandatory relocation of Executive’s employment with the Company from the Milwaukee, Wisconsin area, except for travel
reasonably required in the performance of Executive’s duties and responsibilities. Notwithstanding the foregoing, no termination shall be for Good Reason
unless Executive has provided the Company with written notice of the conduct alleged to have caused Good Reason within thirty (30) calendar days of such
conduct and at least thirty (30) calendar days have elapsed after the Company’s receipt of such written notice from Executive, during which the Company has
failed to demonstrate substantial efforts to cure any such alleged conduct.
(d) Termination by Death or Disability. Subject to Section 3.2, below, Executive’s employment and the Company’s obligations under
this Agreement shall terminate automatically, effective immediately and without any notice being necessary, upon Executive’s death or a determination
of Disability of Executive. For purposes of this Agreement, “Disability” means the Executive: (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable