Annual Awards. Each Non-Employee Director who # serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) and # will continue to serve as a Non-Employee Director immediately following such Annual Meeting shall be automatically granted, on the date of such Annual Meeting, an award of restricted stock units that have an aggregate fair value on the date of such Annual Meeting of $200,000 (as determined in accordance with ASC 718 and with the number of shares of common stock underlying such award subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to as the “Annual Awards.” For the avoidance of doubt, if the Company’s Annual Meeting does not occur by June 30 of each calendar year, each Non-Employee Director shall be automatically granted an Annual Award on June 30.

Initial Awards. Each Initial Award that is an Initial Option shall vest and become exercisable in thirty-six (36) substantially equal monthly installments following the date of grant, such that the Initial Option shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date. Each Initial Award that is an Initial RSU shall vest in twelve (12) substantially equal quarterly installments following the date of grant, such that the Initial RSUs |

Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board shall receive an option to purchase 35,000 shares of the Company’s common stock and 12,000 RSUs under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company on the date of such initial election or appointment. The awards described in this Section 2(a) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award.

Initial Awards. Each individual who first becomes an Outside Director following the Effective Date will be granted an award of Options (an “Initial Award”) to purchase a number of Shares having a Value (as defined below) of $440,000, with any resulting fraction rounded down to the nearest whole Share. The Initial Award will be granted automatically on the first Trading Day on or after the date on which such individual first becomes an Outside Director (the first date as an Outside Director, the “Initial Start Date”), whether through election by the Company’s stockholders or appointment by the Board to fill a vacancy. If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as follows: One-thirty sixth (1/36th) of the Shares subject to the Initial Award will be scheduled to vest each month following the grant date, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.

Annual Awards. On the date of each annual meeting of stockholders, each Nonemployee Director in office immediately after such meeting will be eligible to receive an RSU award (an “Annual Award”) for service as a Nonemployee Director based on the dollar amounts set forth in the following table:

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 $3,000,000. 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 [[Organization A:Organization]] 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.

Performance Awards. Each Performance Award granted under the Plan shall be evidenced by an Agreement that # provides for the payment of cash and/or issuance of Shares to a Participant contingent upon the attainment of one or more specified Performance Goals, and # contains such other terms and conditions as may be determined by the Committee. For purposes of [Section 5.1(b)] hereof, a Performance Award shall be deemed to cover a number of Shares equal to the maximum number of Shares that may be issued upon payment of the Award. The maximum cash amount payable to any Employee pursuant to all Performance Awards granted to an Employee during a fiscal year shall not exceed $250,000.

Substitute Awards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a Substitute Award, the price per Share of the Shares subject to such Option may be less than the Fair Market Value per share on the date of grant; provided, however, that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.