“U.K. Tax Credit” means a credit against, relief or remission for, or repayment of any U.K. Tax.

Relocation Gross Up: Kohl’s will assist, at Kohl’s discretion, with the tax liability on your non-deductible moving expenses at the end of the calendar year.

If payment of the lump sum value of the Deferred Amounts pursuant to Section 7.06 (“Accelerated Payment”) causes the Accelerated Payment and any other payments made in connection with a Change of Control (together with the Accelerated Payment, the “Total Payments”) to be subject to the tax (“Excise Tax”) imposed by Code Section 4999, the Company shall pay to the Participant an additional amount (“Gross-Up Payment”) such that the net amount retained by the Participant, after deduction of any Excise Tax paid or payable (and not grossed-up under a similar provision of another plan or program sponsored by the Company) on the lump sum and such other Total Payments and any federal, state, and local income tax and Excise Tax upon the payment provided for by this Article, shall be equal to the Accelerated Payment and such other Total Payments. If any of such other Total Payments are subject to the Excise Tax without regard to the Accelerated Payment, a Gross-Up Payment shall be made, but shall be limited to the increase in the Excise Tax (plus any federal, state, and local income tax and Excise Tax on such Gross-Up Payment) arising solely as a result of the Accelerated Payment.

Subject to the next sentence of this clause (iv), the payment of the Gross-Up Amount to you or your Surviving Spouse or the account in your or your Surviving Spouse’s name in the Deferred Compensation Trust will thereby discharge the Company from any obligations it may have under any present or future stock option or stock award plan, retirement plan or otherwise, to make any other payment as a result of your income becoming subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax. As a result of the uncertainty which will be present in the application of Section 4999 of the Code (or any successor provision) at the time of the determination of the Gross-Up Amount and the possibility that between the date of determination of the Gross-Up Amount and the dates payments are to be made to you or your Surviving Spouse under this Agreement, changes in applicable tax laws will result in an incorrect determination of the Gross-Up Amount having been made, it is possible that # payment of a portion of the Gross-Up Amount will not have been made by the Company which should have been made (an “Underpayment”), or # payment of a portion of the Gross-Up Amount will have been made which should not have

In the case of a Lender advancing a Loan to a U.K. Borrower, a payment by a U.K. Borrower shall not be increased pursuant to [Section 3.01(b)] or [Section 3.01(i)(i)] by reason of a U.K. Tax Deduction on account of Tax if on the date on which the payment falls due # the payment could have been made to the relevant Lender without a U.K. Tax Deduction if the Lender had been a U.K. Qualifying Lender, but on that date that Lender is not or has ceased to be a U.K. Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or U.K. Treaty, or any published practice or published concession of any relevant taxing authority, or # the relevant Lender is a U.K. Treaty Lender and the U.K. Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the U.K. Tax Deduction had that Lender complied with its obligations under [Section 3.01(i)(vi)] or [Section 3.01(i)(vii)], as applicable, or # the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of “U.K. Qualifying Lender” and # an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under [section 931] of the U.K. ITA 2007 which relates to the payment and that Lender has received from the U.K. Borrower making the payment, or from [[Released U.K. Borrowers:Organization]], a certified copy of that Direction, and # the payment could have been made to the Lender without any U.K. Tax Deduction if that Direction had not been made, or # the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (a)(ii) of the definition of “U.K. Qualifying Lender” and # the relevant Lender has not given a U.K. Tax Confirmation to the relevant U.K. Borrower or [[Released U.K. Borrowers:Organization]], and # the payment could have been made to the relevant Lender without any U.K. Tax Deduction if the Lender had given a U.K. Tax Confirmation to the relevant U.K. Borrower or [[Released U.K. Borrowers:Organization]], on the basis that the U.K. Tax Confirmation would have enabled the U.K. Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of [section 930] of the U.K. ITA 2007.

Further Gross-Up Payments as Determined by the IRS If the Internal Revenue Service determines that any Payment gives rise, directly or indirectly, to liability on the part of Employee for excise tax under [Section 4999] (and/or any penalties and/or interest with respect to any such excise tax) in excess of the amount, if any, previously determined by the Accounting Firm, ​ will make further Goss-Up Payments to Employee in cash and in such amounts as are necessary to put Employee in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under [Section 4999] or otherwise, or other taxes) and any and all penalties and interest with respect to any such excise tax, as Employee would have been in after payment of all federal, state, and local income taxes if the Payments had not given rise to an excise tax under [Section 4999] and no such penalties or interest had been imposed. ​ will make any additional Gross-Up Payments required by this [Section A.3] not later than the due date of any payment indicated by the Internal Revenue Service with respect to the underlying matters to which the additional Gross-Up Payment relates.

Buyer shall be solely responsible for any further remittance of income tax gross-up refunds received from Seller to developers or customers from whom the CIAC or Advances were collected.

Taxes. The Participant acknowledges and agrees that [Section 6.3] of the Plan regarding tax gross-up payments shall not apply to any benefit payable to the Participant or the Participant’s surviving spouse.

Lock-Up. For a period from the Effective Date until the twelve month anniversary of the Effective Date (the “Lock-Up Period”), Holder will not, directly or indirectly:

During the Lock-up Period (as defined below), the Holder irrevocably agrees that it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Purchaser; provided that if the Holder is the Chief Executive Officer of the Company, the Holder may offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, up to 500,000 of the Lock-up Shares (any such shares, “Transfer Shares”) provided that the person acquiring such Transfer Shares shall sign and deliver to the Parent a resale lock-up agreement substantially in the form of this resale lock-up agreement and the lock-up period for such Transfer Shares shall be no shorter than the Lock-Up Period applicable to the Transfer Shares immediately prior to their transfer.