Strategic Action Committee Incentive Program Summary
The purpose of the Strategic Action Committee Incentive Program (the Program) is to provide eligible executives
with a financial incentive, encouraging them to perform in a manner which will enable the Companys Strategic Action Committees to meet or exceed their performance objectives each fiscal year.
is administered by the Kohls Board of Directors Compensation Committee (the Compensation Committee).
Executive Committee members designated by the Compensation Committee are eligible to participate in the
Program, and will receive an incentive award upon the achievement of certain performance targets tied to the officers work on one of Kohls corporate strategic action committees.
Eligible executives who serve on a designated strategic action committee for the full fiscal year are eligible to participate in the
Program. An executive newly hired or promoted into an eligible position during a fiscal year for which an incentive payment is made will have his/her award prorated from the date of hire or promotion to the close of the fiscal year.
Except as otherwise determined by the Compensation Committee, a Program participant shall receive no award with respect to the fiscal year
in which the participants employment with Kohls terminates for any reason prior to the last day of the fiscal year. A participant shall not forfeit a Program award if the participants employment terminates after the end of the
applicable fiscal year but prior to the distribution of the award for such year.
Performance Requirements and Awards
In order for awards to be made to any Program participant, the strategic action committee on which the participant serves must have achieved
one or more performance targets established by the Committee at the beginning of the year. The Compensation Committee may establish various levels of performance targets with corresponding payouts. The Compensation Committee may also require any one
or more corporate performance objectives that must be met before any awards are paid pursuant to the Program. Corporate and specific committee performance targets will be determined by the Compensation Committee at the beginning of each fiscal year
and communicated to participants as soon as practicable.
At the end of each fiscal year, the Compensation Committee shall
review the actual performance of each strategic action committee and certify whether the various performance targets have been achieved. Awards are payable to Program participants following this certification. The amount of each award shall be
determined based upon the level of the performance targets achieved, and is calculated based upon a percentage of each participants base pay, as determined by the Compensation Committee at the beginning of the year.