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Separation And Release Agreement

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Exhibit 10.33

SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (" Agreement" ) is made as of the last date set forth opposite any signature hereto between THOMAS KINGSBURY (" Executive" ), 4515 Hewitts Point Road, Oconomowoc, WI, and KOHL' S DEPARTMENT STORES, INC. (the " Company" ). BACKGROUND Executive and Company entered into an Employment Agreement dated as of August 1, 2006, as amended by that certain letter agreement between Executive and Company dated as of November 17, 2008 (collectively, the " Employment Agreement" ) whereby Company agreed to employ Executive, and Executive agreed to be employed by Company for a continuous three (3) year term;

The parties have agreed to sever all aspects of Executive' s employment relationship with Company and terminate the Employment Agreement upon the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT 1. TERMINATION OF EMPLOYMENT AND EMPLOYMENT AGREEMENT. Notwithstanding any provision in the Employment Agreement, Company and Executive shall voluntarily sever Executive' s employment with Company effective December 1, 2008 (the " Termination Date" ). Executive hereby resigns from all offices, positions, titles and capacities Executive held with Company and its affiliates, effective on the Termination Date. Company hereby accepts this resignation.

Subject to and conditional upon Executive executing this Agreement and not revoking his acceptance hereof within the timeframes specified below, the Employment Agreement is hereby terminated, cancelled, null and void and of no further force and effect, and the rights, duties and obligations of the parties shall be governed solely by this Agreement.

2. BENEFITS TO EXECUTIVE. Subject to and conditional upon Executive executing this Agreement and not revoking his acceptance hereof within the timeframes specified below, Company agrees to provide Executive with the following benefits:

A. Salary Payments; Accrued Vacation. Company shall continue to pay Executive' s current salary through the Termination Date on a semi-monthly basis in accordance with Company' s current payroll practices. These payments shall be paid directly into Executive' s designated bank account in accordance with Company' s standard direct deposit procedures. Additionally, Company shall promptly pay Executive his accrued but unpaid vacation pay, which is the equivalent of eleven (11) days of paid time.

B. Stock Options / Restricted Stock.


(i)

Stock Options . The Termination Date shall be Executive' s last day of employment for purposes of vesting of stock options granted under the Company' s Long-Term Incentive Plans. All of Executive' s outstanding option grants shall cease to vest after the Termination Date. For a period of ninety (90) days following the Termination Date, Executive shall retain the right to exercise all non-expired stock options in which Executive is vested as of the Termination Date. All of Executive' s stock options shall be terminated, cancelled, null, void and of no further force and effect upon the ninety (90) day anniversary of the Termination Date.

(ii) Executive' s restricted stock shall continue to vest through the Termination Date. All of Executive' s unvested restricted stock shall be terminated, cancelled, null, void and of no further force and effect upon the Termination Date.

(iii) Company shall award no additional stock options or restricted stock to Executive from or after the date of this Agreement. C.

Savings Plan. Company maintains the Kohl' s Savings Plan (the 401(k) Plan) for the benefit of eligible employees. The 401(k) Plan is composed of two (2)


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accounts for each eligible employee: (i) a savings account to which eligible employees are permitted to make voluntary contributions which are matched by Company as provided in the 401(k) Plan; and (ii) a retirement account to which Company makes contributions to eligible employees. In the event Executive has an interest in Company' s 401(k) Plan, Executive' s interest is subject to the terms and conditions of the 401(k) Plan in effect from time to time. Executive authorizes Company to discontinue Executive' s voluntary contributions to Executive' s savings account in the 401(k) Plan, effective as of Termination Date and Company shall make no additional matching contributions to Executive' s savings account in the 401(k) Plan effective on or after Termination Date. Executive understands that Company shall make no distribution from Executive' s 401(k) Plan savings account on or prior to the Termination Date. For purposes of Executive' s 401(k) Plan retirement account and matching contributions to Executive' s savings account, Company shall credit Executive with employment service commencing on the date Executive was hired by Company and ending on the Termination Date in accordance with the 401(k) Plan terms and conditions.

D. Deferred Compensation. In the event Executive has an interest in Company' s Deferred Compensation Plan (" Deferred Compensation Plan" ), Executive' s interest is subject to the terms of redemption contained in the Deferred Compensation Plan.

E. Medical Insurance. Company and Executive acknowledge that following the Termination Date, Executive has the right to elect to continue certain health insurance benefits, with premiums to be paid at Executive' s expense, as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBRA" ). Company shall provide Executive with written notice explaining Executive' s COBRA rights which arise from Executive' s separation of employment with Company.

F. Bonus. Executive shall not be entitled to any bonus pursuant to Company' s Executive Bonus Plan based on Company' s performance in fiscal year 2008 or any subsequent year.


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Except as otherwise provided in this Agreement, all other Executive benefits shall cease as of the Termination Date. Executive shall not be entitled to any benefits or payments other than those described in this Agreement, regardless of anything to the contrary that had been provided in the Employment Agreement. 3. EXECUTIVE' S OBLIGATIONS.

A. Waiver and General Release by Executive. In exchange for the benefits and payments to Executive described in this Agreement and to the extent permitted by law, Executive hereby waives and irrevocably and unconditionally releases, acquits, and fully and forever discharges Company, its related corporations and other businesses and each of their past, current and future agents, servants, officers, directors, stockholders, Executives, and attorneys and their respective successors and assigns (the " Released Parties" ) from and against any and all claims, liabilities, debts, suits, demands, causes of action or controversies of any nature whatsoever, for all injuries, losses and damages (including, but not limited to, punitive damages) whether in law or in equity, contract or tort or whether judicial or administrative in nature, which arose prior to the time Executive signs this Agreement. This release covers claims, whether brought by or on behalf of Executive and whether asserted or unasserted, whether known or unknown or anticipated or unanticipated by Executive. Executive further covenants and agrees not to sue Company for any claims referred to in this paragraph. This release includes, but is not necessarily limited to:

1. Any and all liability of Company resulting from, arising out of, or connected with the employment relationship existing between Executive and Company or the termination of that relationship, including, but not necessarily limited to, any and all liability based on non-vested salary, or any other form of compensation or any and all liability related to the termination of the Employment Agreement.

2.

To the extent any of the following statutes are applicable to Company, any and all liability of Company based on rights or claims arising under Title


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VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employmen
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