Exhibit 10.1
AMENDED AND RESTATED EXECUTIVE COMPENSATION AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE COMPENSATION AGREEMENT (“Agreement”) is effective as of this 16th day of July, 2022, by and between Kohl’s, Inc. (the “Company”) and Siobhan McFeeney (“Employee”).
The Company and Employee entered into an Executive Compensation Agreement dated as of January 16, 2022 (the “Original Agreement”), whereby Company and Employee agreed to certain aspects of their relationship during and after the period in which Employee is employed by the Company.
The Company has promoted the Employee to the position of Senior Executive Vice President and Chief Technology Officer and, accordingly, the Company and Employee believe it is in their best interests to amend and restate the Original Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and Employee (individually, a “Party” and collectively the “Parties”), the Parties agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Section 1.3, the term “Company” means Kohl’s Corporation. Following the occurrence of an event which is not a Change of Control whereby there is a
successor company to the Company, or, if there is no such successor, whereby the Company is not the surviving corporation in a merger or consolidation, the surviving corporation or successor holding company (as the case may be), for purposes of this Agreement, shall thereafter be referred to as the Company.
In no event will the Health Insurance Continuation to be provided by the Company pursuant to this Agreement in one taxable year affect the amount of Health Insurance Continuation to be provided in any other taxable year, nor will Employee’s right to Health Insurance Continuation be subject to liquidation or exchange for another benefit.
ARTICLE II
COMPENSATION AND BENEFITS
UPON TERMINATION OF EMPLOYMENT
ARTICLE III
RETURN OF RECORDS
Upon termination of employment, for whatever reason, or upon request by the Company at any time, Employee shall immediately return to the Company all documents, records, materials, or other property belonging and/or relating to the Company, all copies of all such materials, and any and all passwords and/or access codes necessary to access and control such materials. Upon termination of employment, for whatever reason, or upon request by the Company at any time, Employee further agrees to, at the Company’s discretion, return and/or destroy such records maintained by Employee on Employee’s own computer equipment or systems (including any cloud-based service), and to certify in writing, at the Company’s request, that such destruction has occurred.
ARTICLE IV
CONFIDENTIALITY
ARTICLE V
RESTRICTED SERVICES OBLIGATION
ARTICLE VI
BUSINESS IDEAS; NON-DISPARAGEMENT
ARTICLE VII
NON-SOLICITATION OF RESTRICTED PERSONS
ARTICLE VIII
GENERAL PROVISIONS
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| If to the Company: |
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| Kohl’s, Inc. |
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| N56 W17000 Ridgewood Drive |
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| Menomonee Falls, WI 53051 |
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| Attn: General Counsel |
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| (b) |
| If to Employee: |
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| Any notice to be given to Employee may be addressed to him/her at the address as it appears on the payroll records of the Company or any subsidiary thereof. |
Such notice, consent, document or communication shall be deemed given upon personal delivery or receipt at the address of the Party stated above or at any other address specified by such Party to the other Party in writing, except that if delivery is refused or cannot be made for any reason, then such notice shall be deemed given on the third day after it is sent.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above.
COMPANY: | |
Kohl’s, Inc. | |
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/s/ Marc Chini | |
By: Marc Chini | |
Chief People Officer | |
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EMPLOYEE: | |
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/s/ Siobhan McFeeney | |
Siobhan McFeeney |
Exhibit A
California Employees Only
LIMITED EXCLUSION NOTIFICATION
This Is To Notify you in accordance with Section 2872 of the California Labor Code that the foregoing Employment Agreement (the “Agreement”) between you and Kohl’s, Inc. (the “Company”), does not require you to assign, or offer to assign, to the Company any invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
To the extent a provision in the Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of the State of California and is unenforceable in California.
This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.