Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from ​ of the occurrence of any event of the kind described in [Section 3.4(iii) through (vi)], such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by ​ that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. ​ will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. ​ agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of [Section 2.4].

Asset Disposition. If the Borrower or any other Obligor receives any Net Cash Proceeds in excess of ​ in the aggregate for any single disposition or series of dispositions, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds of a Disposition no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Alternative Awards. No cancellation, acceleration of exercisability or vesting, lapse of any Restriction Period or settlement or other payment shall occur with respect to any outstanding Award upon a Change in Control if the Committee reasonably determines, in good faith, prior to the Change in Control, that such outstanding Awards shall be honored or assumed, or new rights substituted therefor (such honored, assumed, or substituted Award being hereinafter referred to as an “Alternative Award”) by the Company or the New Company, as applicable, provided that any Alternative Award must:

LAPSED AWARDS. If any Award granted under this Plan is canceled, terminates, expires, or lapses for any reason (with the exception of the termination of a Tandem SAR upon exercise of the related Option, or the termination of a related Option upon exercise of the corresponding Tandem SAR), any Shares subject to such Award again shall be available for the grant of an Award under the Plan.

Equity Awards. During Executive's employment hereunder, Executive may, as determined by the Board (or a committee thereof), in its sole discretion, periodically receive grants of restricted stock units, stock options, or other equity or non-equity related awards ("Equity Awards"). Within 30 days following the Effective Date, the Company will provide Executive with grants of the following Equity Awards, each on the terms and conditions agreed to by Executive and the Company concurrently with the execution of this Agreement:

Performance Awards. Subject to the limitations set forth in paragraph # hereof, the Committee may in its discretion grant Performance Awards to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

Awards Deferrals. Other provisions of the Plan notwithstanding, to the extent that the terms of any Award held by a Participant who is subject to United States federal income tax requires or permits installment or deferred payment of such Award resulting in a "deferral of compensation" within the meaning of Code Section 409A and regulations thereunder (a "[Section 409A] Award"), such [Section 409A] Award shall be subject to the following additional terms and conditions:

Performance Awards. In the case of a Performance Award, the deferral election must be received by the Company no later than six (6) months before the end of the applicable Performance Period, provided that # the Participant was employed continuously from the later of the first day of the Performance Period or the date on which the Performance Measure was established through the date of election, # the election to defer is made before such compensation has become readily ascertainable (i.e., substantially certain to be paid), and # the Performance Period is at least twelve (12) months in length and the Performance Measure was established within ninety (90) days after commencement of the Performance Period.

Equity Awards. All Equity Awards shall be vested in full;

Restricted Shares: You will receive a recruitment award of Kohl’s restricted stock valued at ​. In accordance with Kohl’s Equity Compensation Award Guidelines, the grant date for this award will be the last NYSE trading day on or before the 15th of the month following the month of your start date at Kohl’s. The number of restricted shares awarded will be based upon the closing share price on the grant date. These restricted shares will vest in 3 installments – 60% on the first anniversary of the grant date, 20% on the second anniversary of the grant date and 20% on the third anniversary of the grant date, all contingent on your continued employment by Kohl’s on each vesting date.

Equity Awards. Employee and the Company agree that for purposes of determining the number of ​ ordinary shares that have vested under Employee’s Awards outstanding as of the Termination Date, Employee will be considered to have vested only up to the Termination Date. Except for any vesting provided pursuant to the terms of the Performance Award Severance and RSU Award Severance, Employee will have no further right to the vesting of any of Employee’s Awards following the Termination Date or the shares subject thereto.

Conversion Awards. Awards may be granted under the Plan in substitution for similar awards held by individuals who become Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with the Company or an affiliate of the Company. Such Conversion Awards that are Options or Stock Appreciation Rights may have an exercise price that is less than the Fair Market Value of a share of Stock on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable laws and exchange rules.