||Rights in the Event of Retirement or Disability. |
If Executives employment with Kohls is terminated due to Retirement (or due to an early retirement approved by the Committee) or
Disability (as each of those terms are defined in the Plan), Executive shall have until the earlier of: (i) the Expiration Date; or (ii) one (1) year from the effective date of such Retirement or Disability to exercise this Option to
the extent to which Executive would otherwise be entitled to exercise it on the effective date of such Retirement or Disability. To the extent Executive is not entitled to exercise any portion of this Option prior to Executives Retirement or
Disability, such outstanding and unexercised portion of the Option shall immediately lapse on the date of Executives Retirement or Disability.
||Rights In the Event of Executives Death. |
In the event of Executives death: (i) while actively employed by Kohls as a full time employee; or (ii) during any period
following Executives Retirement or Disability during which any then outstanding and unexercised Option is exercisable by Executive pursuant to Paragraph 4, the term during which the Option is exercisable shall be the earlier of:
(a) the expiration of the period during which the Option is exercisable pursuant to Paragraph 4;
(b) twelve (12) months after the date of Executives death; or
(c) the Expiration Date.
event of Executives death while actively employed by Kohls as a full time employee, the number of Common Shares for which the Option may be exercised shall be the total number of Common Shares granted to Executive pursuant to this Option
Agreement (irrespective of whether they are exercisable on or before the date of Executives death) that remain outstanding and unexercised on the date of Executives death. In the event of Executives death following Executives
Retirement or Disability, the number of Common Shares for which the Option may be exercised shall be limited to that number of Common Shares for which Executive would otherwise be entitled to exercise this Option on the date of Executives
Retirement or Disability, as provided in Paragraph 4. In the event of Executives death, the Option may be exercisable by the beneficiary designated by Executive, if any, or the personal representative, administrator or other representative of
||Rights in the Event of a Change in Control. |
In the event of a Change in Control, the Option shall be subject to the provisions of Paragraph 19 of the Plan, any references to cause
and good reason used in Paragraph 19 of the Plan shall be interpreted by applying the definitions of cause and good reason set forth in any employment agreement, executive compensation agreement, or any similar
agreement between Kohls and the Executive in effect as of the date of the Change in Control.
||Method of Exercising Option. |
may exercise the Option on or after the appropriate anniversary date (and before an event of termination) in whole or in part, from time to time in accordance with any manner permitted by Kohls in effect on the date of exercise. The Executive
may contact the office of Kohls Executive Vice President of Human Resources at the address specified in Paragraph 9 to receive details regarding the manner(s) of exercise permitted by Kohls which are in effect on the date of exercise.
Executive shall not acquire any rights or privileges as a shareholder of Kohls for any Common Shares issuable upon the exercise of this Option
until such Common Shares have been duly issued by Kohls. Kohls shall have the right to delay the issue or delivery of any Common Shares to be delivered hereunder until (i) the completion of such registration or qualification of such
shares under federal or state law, ruling or regulation as Kohls deems to be necessary or advisable; and (ii) receipt from Executive of such documents and information as Kohls deems necessary or appropriate in connection with such
registration or qualification or the issuance of Common Shares hereunder.
||Prohibition Against Transfer, Pledge, and Attachment. |
This Option, and the rights and privileges conferred by it, is personal to Executive and, absent a binding court order, may not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) during Executives lifetime and shall be exercisable only by Executive. Executive may transfer this Option, and the rights and privileges conferred by it,
upon Executives death, either by will or under the laws of descent and distribution, or by beneficiary designation made in such form and subject to such limitations as may from time to time be acceptable to the Committee and delivered to and
accepted by the Committee. All distributees shall be subject to all of the terms and conditions of this Agreement to the same extent as would Executive if still alive. This Option, and the rights and privileges conferred by it, may not be subjected
to execution, attachment or similar process.
Any notice to be given to
Kohls under the terms of this Agreement shall be addressed to the attention of Kohls Executive Vice President of Human Resources, N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin 53051, and any notice to be given to Executive may
be sent to Executives address as it appears on the payroll records of Kohls, or at such other addresses as either party may designate in writing to the other.