Kohl's 2015 Annual Report Download - page 66

date of termination (collectively the “Health Insurance Benefits”). In the event of Executive’s death, the Health Insurance Benefits shall continue to
be provided to Executive’s Eligible Dependants, in each case for as long as each individual would have continued to qualify as an eligible
dependant under the terms of the applicable insurance and medical plans had Executive been living. The Company’s responsibility to provide
Health Insurance Continuation shall at all times be contingent upon:
(1) The Health Insurance Benefits being reasonably available to the Company with respect to Executive and Executive’s
Eligible Dependants, as the case may be; and
(2) Following the termination of Executive’s employment with the Company, Executive or Executive’s Eligible Dependants,
as the case may be, shall reimburse the Company for all premiums paid for Executive’s Health Insurance Benefits, as
determined by the Company in good faith from time to time. The Company shall provide Executive a quarterly invoice
for such reimbursement, and amounts due hereunder may be withheld from other amounts payable to Executive.
Any Health Insurance Continuation provided for herein will cease forever on the date on which Executive becomes eligible for health insurance
coverage under another employer’s group health insurance plan, and, within five (5) calendar days of Executive becoming eligible for health
insurance coverage under another employer’s group health insurance plan, Executive agrees to inform the Company of such fact in writing.
In no event will the Health Insurance Continuation to be provided by the Company pursuant to this Agreement in one taxable year affect the amount
of Health Insurance Continuation to be provided in any other taxable year, nor will Executive’s right to Health Insurance Continuation be subject to
liquidation or exchange for another benefit.
(e) Delay of Payments if Required by Section 409A. If amounts paid to Executive pursuant to any Subsection of Section 3.2 would be
subject to a penalty under Section 409A of the Internal Revenue Code because Executive is a “specified employee” within the meaning of Section 409A(a)
(2)(B)(i), such payments will be delayed until a date which is six (6) months after Executive’s termination of employment, at which point any such delayed
payments will be paid to Executive in a lump sum.
(f) Other Equity Awards. Future vesting of any equity awards not specifically addressed in this Section 3.2 shall be determined in
accordance with the terms of the equity award agreement and the Long Term Compensation Plan pursuant to which such awards were made.
3.3 Return of Records. Upon termination of employment, for whatever reason, or upon request by the Company at any time, Executive shall
immediately return to the Company all documents, records, and materials belonging and/or relating to the Company, and all copies of all such materials.
Upon termination of employment, for whatever reason, or upon request by the Company at any time, Executive further agrees to destroy such records
maintained by Executive on Executive’s own computer equipment.
3.4 Release. As a condition to the receipt of any amounts or benefits after termination of employment for whatever reason, Executive, or his/her
personal representative, shall be required to execute a written release agreement in a form satisfactory to the Company containing, among other items, a
general release of claims against the Company and, as an additional condition to the receipt of such amounts or benefits, Executive shall refuse to exercise
any right to revoke such release agreement during any applicable rescission period. Such written release under this Section 3.4 (A) shall be delivered to
Executive within three (3) business days after the date of termination of Executive’s employment, and (B) must be executed by Executive and the rescission
period must expire without revocation of such release within 40 days following the date of termination of employment or Executive shall forfeit the
compensation and benefits provided under this Agreement that are conditioned upon the release. Where any payment or benefit under the Agreement
constitutes a nonqualified deferred compensation arrangement within the meaning of Section 409A of the Code, to the extent that (i) Executive is not a
“specified employee” as defined in Section 409A of the Code and (ii) such payments would otherwise be paid or provided to Executive within the 40-day
period following the date of termination of employment, such payment(s) or benefit(s) shall commence following Executive’s execution of the written release
and the expiration of the applicable rescission period, except where the 40-day period following the date of termination of employment spans two different
calendar years, in which case such payment(s) or benefit(s) will not commence until the later calendar year during the 40-day period.
ARTICLE IV