Kohl's 2015 Annual Report Download - page 65

For purposes of this Section 3.2(d)(ii), “Severance Payment” means an amount equal to the sum of:
(x) Executive’s Base Salary for the period of time equal to the remainder of the then-current Renewal Term, but not to exceed two and nine-
tenths (2.9) years; plus
(y) an amount equal to the average (calculated at the sole discretion of the Company) of bonuses paid or payable, including any amounts
that were deferred, in respect of the three (3) fiscal years immediately preceding the fiscal year in which the effective date of termination
occurs, times the number of years, rounded to the nearest tenth, remaining in the then-current Renewal Term, but not to exceed two and
nine-tenths (2.9).
The Severance Payment shall be paid to Executive in a lump sum within forty (40) days after the effective date of termination, subject to Section
3.2(e) below.
Furthermore, under this Section 3.2(d)(ii), vesting of any Company stock options granted to Executive prior to termination shall occur immediately
upon the date of termination.
iii. Definition - Change of Control. “Change of Control” means the occurrence of (1) the acquisition (other than from the
Company) by any person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)), other than the Company, a subsidiary of the Company or any employee benefit plan or plans sponsored by the Company or any
subsidiary of the Company, directly or indirectly, of beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of thirty-three percent
(33%) or more of the then outstanding shares of common stock of the Company or voting securities representing thirty-three percent (33%) or more
of the combined voting power of the Company’s then outstanding voting securities ordinarily entitled to vote in the election of directors unless the
Incumbent Board (defined below), before such acquisition or within thirty (30) days thereafter, deems such acquisition not to be a Change of
Control; or (2) individuals who, as of the date of this Agreement, constitute the Board (as of such date, “Incumbent Board”) ceasing for any reason to
constitute at least a majority of such Board; provided, however, that any person becoming a director subsequent to the date of this Agreement whose
election, or nomination for election by the shareholders of the Company, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be for purposes of this Agreement, considered as though such person were a member of the Incumbent Board
but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
which was (or, if threatened, would have been) subject to Exchange Act Rule 14a-12(c); or (3) the consummation of any merger, consolidation or
share exchange of the Company with any other corporation, other than a merger, consolidation or share exchange which results in more than sixty
percent (60%) of the outstanding shares of the common stock, and voting securities representing more than sixty percent (60%) of the combined
voting power of then outstanding voting securities entitled to vote generally in the election of directors, of the surviving, consolidated or resulting
corporation being then beneficially owned, directly or indirectly, by the persons who were the Company’s shareholders immediately prior to such
transaction in substantially the same proportions as their ownership, immediately prior to such transaction, of the Company’s then outstanding
Common Stock or then outstanding voting securities, as the case may be; or (4) the consummation of any liquidation or dissolution of the Company
or a sale or other disposition of all or substantially all of the assets of the Company.
Following the occurrence of an event which is not a Change of Control whereby there is a successor company to the Company, or
if there is no such successor whereby the Company is not the surviving corporation in a merger or consolidation, the surviving corporation or
successor holding company (as the case may be), for purposes of this Agreement, shall thereafter be referred to as the Company.
iv. Definition - Health Insurance Continuation. For purposes of Sections 3.2 (b), 3.2 (c), 3.2(d)(i) and 3.2(d)(ii) above, the term
“Health Insurance Continuation” means that, in the event the Executive's employment with the Company is terminated for any reason other than (A)
a termination for Cause, (B) the Company’s non-renewal, or (C) a voluntary termination by the Executive for any reason other than "Good Reason"
or other than approved by the Board of Directors of the Company, the Company shall continue to provide health insurance and a supplemental
executive medical plan, as applicable, with coverage for Executive and Executive’s dependants eligible for coverage under such insurance and
medical plans (the “Executive’s Eligible Dependants”), substantially the same as that covering Executive and Executive’s Eligible Dependants as of
the date of the effective