COBRA. “COBRA” means the provisions regarding healthcare continuation coverage set forth in [Section 601] et seq. of ERISA and Section 4980B of the Code.

Rosengarten acknowledges and agrees that under Section 6 of the Employment Agreement, she was not entitled to receive any payments from the Bank toward COBRA continuation coverage until the first (1st) day of the seventh (7th) month after the month in which the Separation Date occurred. In consideration of Rosengarten’s undertakings in this Agreement, and at her request, the Bank has agreed to modify the schedule of the Bank’s payments toward Rosengarten’s COBRA continuation coverage as described in this Paragraph 3(C). If Rosengarten was covered by the Bank’s group health and/or dental insurance plans as of the Separation Date, and Rosengarten timely elects COBRA continuation coverage, then the Bank will pay toward such COBRA continuation coverage the difference between the total cost of premiums for COBRA coverage and the Bank’s normal employee share of health insurance premiums, for the period beginning as of the date the Revocation Period expires and ending on the earlier to occur of: # the end of the Severance Period; or # the date on which Rosengarten becomes eligible for other group health and/or dental insurance coverage. Rosengarten will be responsible for timely paying, pursuant to the mandates of COBRA, the Bank’s normal employee share of premiums toward COBRA coverage during such period of Bank-subsidized COBRA coverage, and Rosengarten agrees and acknowledges that her portion of COBRA coverage will be deducted by the Bank, on an after-tax basis, from the severance payments to be made to Rosengarten under Paragraph 3(A), above. The Bank’s payments towards such coverage shall be reported as taxable compensation to Rosengarten. Should Rosengarten wish to continue COBRA coverage after the period of time during which the Bank subsidizes such coverage under this Paragraph 3(C), Rosengarten acknowledges and agrees that she will be solely responsible for payment of any and all amounts required to continue coverage in accordance with the mandates of COBRA. Rosengarten agrees that within five (5) calendar days of becoming eligible for other group health or dental insurance, she will inform the Bank of such fact in writing;

COBRA Reimbursement: Kohl’s health benefits are available to all newly hired Executives on the first of the month following 60 days of employment. Executives may continue their prior medical coverage through their previous employer under the COBRA law. Details regarding your COBRA rights will be provided by your prior employer. For the period between your start date and eligibility date, we will provide you with full COBRA assistance minus the applicable Kohl’s monthly premium.

Medical/Dental Coverage: The Employers shall make the payments for COBRA Premiums provided for in [Section 4.3] of the Plan during the Participant’s COBRA Severance Period.

subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), ​ will pay to the group health plan provider, the COBRA provider or you a monthly payment equal to the monthly employer contribution that ​ would have made to provide health insurance to you if you had remained employed by ​ until the earliest of # the nine (9)-month anniversary of the Termination Date; # your eligibility for group medical plan benefits under any other employer’s group medical plan; or # the cessation of your continuation rights under COBRA; provided, however, if ​ determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then ​ will convert such payments to payroll payments directly to you for the time period specified above (the “COBRA Subsidy”). Such payments shall be subject to tax-related deductions and withholdings and paid on ​’s regular payroll dates.

By Company for Reason Other Than Cause. Company may terminate this Agreement and Executive’s employment for any reason whatsoever, or for no reason, in Company’s sole discretion by providing a Notice of Termination (as defined in Section 5(e) below). For purposes of this Agreement, acceptance by Company of Executive’s resignation upon Company’s request or by mutual agreement shall be deemed to be a termination by Company according to this Section 5(d)(i). In the event that Executive’s employment is terminated by Company for any reason other than Cause (defined in Section 5(d)(ii) below) and not due to Executive’s death or Disability, then in addition to any compensation or benefits to which Executive may be entitled through the Date of Termination (as defined in Section 5(f) below) and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, # Company shall pay Executive # a lump sum equal to one and one-half times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and # an amount equal to one and one-half times Executive’s Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments, with the first such installment paid on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid on the last business day of each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and # for the period beginning on the Date of Termination and ending on the date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to [Section 2716] of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “Without Cause Separation Package.”

All Officers who are SMC members at the time of Job Elimination shall be reimbursed for any premiums paid by the Officer for continuation of coverage under COBRA with respect to any benefit plans maintained by the Corporation for which the Officer is eligible to elect COBRA coverage and does elect COBRA coverage.

The amount of the Health Benefits Payment is the difference, per week, between COBRA continuation coverage premiums for yourself and your covered dependents and the amount you paid as an employee per week for health benefits coverage for yourself and your covered dependents, multiplied by your number of Weeks of Severance Pay. For example, if you were contributing $50 per month for medical coverage for yourself and your dependents prior to your Termination Date and your cost for COBRA continuation coverage is $400 per month, then the difference between the cost of your COBRA continuation coverage and your cost for coverage as an employee is $350 per month, or $80.77 per week ($350/mo. x 12 mos. = $4,200 per yr.; $4,200 per yr./52 wks. = $80.77 per wk). If you had 30 Weeks of Severance Pay, then your Health Benefits Payment in this example would be 30 wks. x $80.77 per wk.= $2,423.10.

Following your Termination Date, if you are eligible for and timely elect coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the cost of your medical benefits under COBRA, minus the cost of coverage for an active employee at level of Executive Vice President, for a period of 18 months, beginning in the month following your Termination Date. You will only be able to take the COBRA coverage if you pay the applicable employee cost on a monthly basis, and otherwise continue to remain eligible for COBRA. ​ will not withhold your share of these costs from any cash amounts owed to you. After the applicable 18-month period, you will be responsible for the full cost of any remaining COBRA coverage at the rate charged for non-subsidized COBRA coverage.

Payment. At the time of exercise of an Option, payment in full, or adequate provision therefore, in cash or in Shares or any combination thereof, at the option of the Participant, shall be made for all Shares then being purchased.