Kohl's 2015 Annual Report Download - page 70

provided, however, that following Executive’s obtaining a promise of confidentiality for the benefit of the Company from Executive’s tax preparer,
accountant, attorney and spouse, Executive may disclose such terms to such of these individuals who have made such a promise of confidentiality. This
provision shall not prevent Executive from disclosing such matters in testifying in any hearing, trial or other legal proceeding where Executive is required to
do so.
8.5 Cooperation. Executive agrees to take all reasonable steps during and after Executive’s employment with the Company to make
himself/herself available to and to cooperate with the Company, at its request, in connection with any legal proceedings or other matters in which it is or may
become involved. Following Executive’s employment with the Company, the Company agrees to pay reasonable compensation to Executive and to pay all
reasonable expenses incurred by Executive in connection with Executive’s obligations under this Section 8.5.
8.6 Effect of Breach. In the event that Executive breaches any provision of this Agreement or any restrictive covenant agreement between
Company and Executive which is entered into subsequent to this Agreement, Executive agrees that the Company may suspend all payments to Executive
under this Agreement (including any Severance Payment), recover from Executive any damages suffered as a result of such breach and recover from
Executive any reasonable attorneys’ fees or costs it incurs as a result of such breach. In addition, Executive agrees that the Company may seek injunctive or
other equitable relief, without the necessity of posting bond, as a result of a breach by Executive of any provision of this Agreement.
8.7 Entire Agreement. This Agreement contains the entire understanding and the full and complete agreement of the Parties and supersedes and
replaces any prior understandings and agreements among the Parties with respect to the subject matter hereof, including without limitation the Original
Agreement.
8.8 Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and shall not control or affect the
meaning or construction of any of its provisions.
8.9 Consideration. Execution of this Agreement is a condition of Executive’s employment with the Company and Executive’s continued
employment by the Company, and the benefits provided to Executive under this Agreement as well as those described in the Company’s November 12, 2015
offer of employment, constitute the consideration for Executive’s undertakings hereunder.
8.10 Amendment. This Agreement may be altered, amended or modified only in writing, signed by both of the Parties hereto.
8.11 Assignability. This Agreement and the rights and duties set forth herein may not be assigned by Executive, but may be assigned by
the Company, in whole or in part. This Agreement shall be binding on and inure to the benefit of each party and such party’s respective heirs, legal
representatives, successors and assigns.
8.12 Severability. The obligations imposed by, and the provisions of, this Agreement are severable and should be construed independently of
each other. If any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then such invalidity or
unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such
invalid or unenforceable provision shall not affect the validity of any other provision.
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.
8.16 Consistency With Applicable Law. Executive acknowledges and agrees that nothing in this Agreement