8-K/A
KOHLS Corp (KSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2025
KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-11084 | 39-1630919 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) |
| N56 W17000 Ridgewood Dr.<br> <br>Menomonee Falls, WI | 53051 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (262) 703-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $.01 par value | KSS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Form 8-K/A amends and supplements the Form 8-K filed by Kohl’s Corporation (the “Company”) with the U.S. Securities and Exchange Commission on May 1, 2025 (the “Original 8-K”) to provide a description of the compensation arrangements between the Company and Michael J. Bender in connection with Mr. Bender’s appointment as the Company’s Interim Chief Executive Officer effective April 30, 2025. At the time of the filing of the Original 8-K, these compensation arrangements had yet to be definitively determined.
The other disclosures contained under Items 2.02, 5.02, 7.01, and 9.01 of the Original 8-K are not amended hereby.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On May 16, 2025, the Board of Directors (the “Board”) of the Company and the Compensation Committee of the Board approved the compensation arrangements in connection with Mr. Bender’s appointment as the Company’s Interim Chief Executive Officer. In connection with his appointment and employment as Interim Chief Executive Officer, Mr. Bender and the Company entered into a Letter Agreement and a Restricted Stock Unit Agreement, each dated May 16, 2025 and attached hereto as Exhibits 10.1 and 10.2, respectively. Mr. Bender will receive the following compensation and benefits in consideration of his employment as Interim Chief Executive Officer:
| (a) | Salary. From April 30, 2025 and until a successor CEO is appointed or Mr. Bender’s employment otherwise terminates (the “Interim CEO Service Period”), Mr. Bender will receive a base salary at the annualized rate of $1,475,000, less applicable deductions and withholdings in accordance with the Company’s normal payroll practices. |
|---|---|
| (b) | Annual Cash Incentive. During the Interim CEO Service Period, Mr. Bender will be eligible to participate in the Company’s Annual Incentive Plan, with a target award of 175% of his base salary and an annual cash incentive opportunity ranging from 0-200% of the target award. The cash incentive earned will be prorated based on the number of days Mr. Bender serves as Interim Chief Executive Officer during the applicable fiscal year. Mr. Bender will be eligible to receive a prorated annual cash incentive even if his employment terminates prior to the end of the applicable fiscal year, provided his employment is not terminated as a result of his voluntary resignation or for Cause (as such term is defined in the Letter Agreement). |
| --- | --- |
| (c) | Equity Award. Subject to the terms and conditions of the Restricted Stock Unit Agreement, Mr. Bender received a one-time award of restricted stock units (“RSUs”) valued at $3,775,000 on the grant date of May 16, 2025 (the “Grant Date”). The number of RSUs awarded was based on the closing share price of the Company’s common stock on the Grant Date. While 100% of the RSUs will vest on the first anniversary of the Grant Date (the “Vesting Date”), in the event Mr. Bender’s employment terminates before the Vesting Date, for reasons other than Cause or as a result of his resignation, Mr. Bender will be entitled to receive a prorated number of RSUs based on the number of days Mr. Bender served in the Interim Chief Executive Officer role, settled in shares of the Company’s common stock at the times set forth in the Restricted Stock Unit Agreement. |
| --- | --- |
| (d) | Perquisites. As detailed in the Letter Agreement, Mr. Bender is eligible to receive certain perquisites, consistent with those typically provided by the Company to senior executives. These perquisites include, but are not limited to, use of the company aircraft, reimbursement of certain expenses related to financial and tax advisory services, and a stipend intended to offset personal commuting expenses incurred when working at the Company’s corporate offices. The value of the personal use of the Company-owned or chartered aircraft benefit is limited to a maximum of $135,000 per year. |
| --- | --- |
| (e) | Other Benefits. Mr. Bender will be eligible to participate in the Company’s health, welfare, retirement savings, and other benefit plans that the Company may establish from time to time for senior executives. |
| --- | --- |
The foregoing description of the Letter Agreement and the Restricted Stock Unit Agreement does not purport to be complete and is qualified in its entirety by reference to such agreements, copies of which are attached as exhibits to this filing and incorporated herein by reference.
While Mr. Bender is serving as the Company’s Interim Chief Executive Officer, he will not receive separate compensation for his service as a director of the Company, provided, however, that following his service as Interim Chief Executive Officer and subject to his continued service as a director of the Company, he will again be eligible to receive such compensation.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 10.1 | Letter Agreement between Michael J. Bender and Kohl’s, Inc. dated May 16, 2025 |
| 10.2 | Restricted Stock Unit Agreement between Michael J. Bender and Kohl’s Corporation dated May 16, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 20, 2025 | KOHL’S CORPORATION | |
|---|---|---|
| By: | /s/ Jennifer Kent | |
| Jennifer Kent | ||
| Senior Executive Vice President, | ||
| Chief Legal Officer and Corporate Secretary |
EX-10.1
Exhibit 10.1
N56 W17000 Ridgewood Drive
Menomonee Falls, WI 53051
May 16, 2025
Michael Bender
[personally identifiable information omitted]
| Re: | Appointment as Interim Chief Executive Officer |
|---|
Dear Michael,
This letter agreement (this “Agreement”) is intended to document the terms and conditions between you (“you” or “Employee”) and Kohl’s, Inc. (“Kohl’s” or “Company”) with respect to your appointment as Interim Chief Executive Officer (“Interim CEO”). You and the Company are collectively referred to as the “Parties.”
1. Position andDuties . Effective April 30, 2025, you were appointed to the position of Interim CEO. During the Interim CEO Service Period (as defined below), you shall be subject to the authority of, and shall report to the Company’s Board of Directors (the “Board”). Your primary place of employment shall be at the Company’s headquarters in Menomonee Falls, Wisconsin and your duties and responsibilities shall include all those customarily attendant to the position of Chief Executive Officer and such other duties and responsibilities as may be assigned from time to time by the Company’s Board. You shall devote substantially all of your business time, attention and energies exclusively to the business interests of the Company while employed by the Company.
The foregoing shall not be intended to restrict your ability to (i) act or serve as a director, trustee or committee member of one or more private, civic or charitable organizations as long as such activities are disclosed in writing to the Board in advance and/or (ii) serve on a board of a publicly traded company with the prior written consent of the Board or a duly authorized committee thereof (subject in any event to compliance with the Company’s Corporate Governance Guidelines): provided, that in any case the foregoing activities are not competitive with the business of the Company and do not interfere or conflict with your duties and obligations on behalf of the Company or create a potential business or fiduciary conflict of interest. For the avoidance of doubt, you hereby affirm you have disclosed all current public company and other Board memberships, consistent with Corporate Governance Guidelines.
Further, in your role as Interim CEO, notwithstanding the Corporate Governance Guidelines to the contrary, it is expected that you will maintain stock ownership in the Company equal to five times your annual cash retainer as a director which was in effect immediately prior to your appointment as Interim CEO, instead of the Company’s stock ownership guidelines applicable to its CEO (six times the CEO’s base salary).
2. Period of Service . Subject to terms of this Agreement, it is expected that you will continue to serve as the Interim CEO until a successor CEO is appointed (“Interim CEO Service Period”).
3. Board Participation . During the Interim CEO Service Period, the Company will cause you to be nominated to stand for election to the Board, and recommended for approval, at any meeting of the stockholders of the Company during which any such election is held and your service a director will expire if you are not reelected.
4. Interim CEO Compensation and Benefits.
4.1. Salary. During the Interim CEO Service Period, the Company will pay you a base salary at the annualized rate of $1,475,000, less applicable deductions, in accordance with the Company’s normal payroll practices.
4.2. Annual Incentive Plan. As the Interim CEO, you will be eligible to participate in the Kohl’s Annual Incentive Plan (the “AIP”) with a target of 175% of your base salary. This will provide an annual cash compensation opportunity equal to 0% to 200% of your target, with the actual amount funded based upon Kohl’s annual performance relative to specific objectives and targets that are established by Kohl’s Board of Directors’ Compensation Committee at the beginning of each year. Your participation in the AIP will be prorated based on the number of days you serve as Interim CEO during any fiscal year. For the avoidance of doubt, notwithstanding anything to the contrary in the AIP, you will not forfeit any award under the AIP upon a termination of your employment prior to end of the applicable fiscal year as a result of the Board’s appointment of a new CEO for reasons other than your voluntary resignation or a termination of your employment for Cause (as defined below in Section 4.3). If an award under the AIP is payable to you following the Interim CEO Service Period, payment will be made to you at the time such payments are made to all other eligible participants under the AIP for such fiscal year.
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4.3. Equity Awards. You will receive a one-time award of restricted stock units (“RSUs”) valued at $3,775,000 on the date of this Agreement, May 16, 2025 (the “Grant Date”), subject to the terms and conditions of the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Award Agreement”). For purposes of this Agreement, Cause shall have the same meaning as in the RSU Agreement. The number of RSUs awarded will be based on the closing share price on the Grant Date.
4.4. Stipend. During the Interim CEO Service Period, you will receive a monthly stipend of $11,500, less applicable deductions and withholdings, to be paid in installments on the 15th and 30th of each month. This stipend is intended to fully or partially offset any personal commuting expenses you may incur when working at the Corporate Office in Menomonee Falls, WI. All required travel to a location other than to the Corporate Office will be reimbursed per the Company’s travel policy.
4.5. Company Aircraft. For increased safety and efficiency, during the Interim CEO Service Period, you are permitted to use company owned or chartered aircraft for business purposes and for personal travel. The value of the personal use of company aircraft benefit is limited to a maximum of $135,000 per year.
4.6. Financial and Tax Advisory Services. During the Interim CEO Service Period, Kohl’s will reimburse you for certain tax advisory and preparation expenses with no fixed limit and up to $10,000 in financial advisory services, annually.
4.7. Kohl’s, Inc. 401(k) Savings Plan. Immediately upon your date of hire you can begin 401(k) savings plan contributions and can continue to make such contributions during the Interim CEO Service Period. The plan offers both pre-tax and/or Roth contribution options. Kohl’s will also match 100% of your contributions up to 5% of your pay. Matching contributions begin after a year of service and are immediately vested.
4.8. Non-Qualified Deferred Compensation Plan. As of your date of hire, you will eligible to participate in the Kohl’s Corporation 2005 Deferred Compensation Plan.
4.9. PTO. As an associate of Kohl’s you will become eligible for PTO on the first of the month following your hire date. On an annual basis at the start of the fiscal year you will be eligible for 25 days of PTO; however, your first year of employment will be prorated based on your hire date.
4.10. Associate Discount. You will receive a 15% discount on merchandise you purchase for yourself and your eligible dependents consistent with Kohl’s policies and procedures.
4.11. Benefits. During the Interim CEO Service Period, you will be entitled to participate in the benefit plans currently maintained by the Company. Enrollment information will be mailed to your home address within 3 weeks of your date of hire. If you do not have this packet within this time-frame please contact the Benefits Service Center at 1-844-564-5747 (select your language and then option 1). You have 45 days from your date of hire to enroll in benefits. Your insurance coverage will begin immediately on your hire date.
4.12. Legal Fees. Kohl’s will reimburse you for attorneys’ fees you incur in connection with the review of this Agreement up to a maximum amount of $20,000. The maximum amount is inclusive of any gross up as calculated by the Company, in its sole discretion.
5. Confidentiality.
5.1. Acknowledgments. Employee acknowledges and agrees that, as an integral part of its business, the Company has expended a great deal of time, money and effort to develop and maintain confidential, proprietary and trade secret information to compete against similar businesses and that this information, if misused or disclosed, would be harmful to the Company’s business and competitive position in the marketplace. Employee further acknowledges and agrees that in Employee’s position with the Company, the Company provides Employee with access to its confidential, proprietary and trade secret information, strategies and other confidential business information that would be of considerable value to competitive businesses. As a result, Employee acknowledges and agrees that the restrictions contained in this Section 5 are reasonable, appropriate and necessary for the protection of the Company’s confidential, proprietary and trade secret information. For purposes of this Section 5, the term “Company” means Kohl’s, Inc. and its parent companies, subsidiaries and other affiliates.
5.2. Confidentiality During Employment. During Employee’s employment with the Company, Employee will not directly or indirectly use or disclose any Confidential Information or Trade Secrets (defined below) except in the interest and for the benefit of the Company.
5.3. Trade Secrets Post-Employment. After the termination, for whatever reason, of Employee’s employment with the Company, Employee will not directly or indirectly use or disclose any Trade Secrets. Nothing in this Agreement shall limit or supersede any common law, statutory or other protections of trade secrets where such protections provide the Company with greater rights or protections for a longer duration than provided in this Agreement.
5.4. Confidential Information Post-Employment. For a period of two (2) years following termination, for whatever reason, of Employee’s employment with the Company, Employee will not directly or indirectly use or disclose any Confidential Information, unless such information ceases to be deemed Confidential Information by means of one of the exclusions set forth in Section 5.5(c), below.
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5.5. Definitions.
(a) Trade Secret. The term “Trade Secret” shall have that meaning set forth under applicable law.
(b) Confidential Information. The term “Confidential Information” shall mean all non-Trade Secret information of, about or related to the Company, whether created by, for or provided to the Company, which is not known to the public or the Company’s competitors, generally, including, but not limited to: (i) strategic growth plans, pricing policies and strategies, employment records and policies, operational methods, marketing plans and strategies, advertising plans and strategies, product development techniques and plans, business acquisition and divestiture plans, resources, vendors, sources of supply, suppliers and supplier contractual relationships and terms, technical processes, designs, inventions, research programs and results, source code, short-term and long-range planning, projections, information systems, sales objectives and performance, profit and profit margins, and seasonal plans, goals and objectives; (ii) information that is marked or otherwise designated or treated as confidential or proprietary by the Company; and (iii) information received by the Company from others which the Company has an obligation to treat as confidential.
(c) Exclusions. Notwithstanding the foregoing, the term “Confidential Information” shall not include, and the obligations set forth in this Section 5 shall not apply to, any information which: (i) can be demonstrated by Employee to have been known by Employee prior to Employee’s employment by or service as a director to the Company; (ii) is or becomes generally available to the public through no act or omission of Employee; (iii) is obtained by Employee in good faith from a third party who discloses such information to Employee on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; or (iv) is independently developed by Employee outside the scope of Employee’s employment without use of Confidential Information or Trade Secrets.
(d) Defend Trade Secrets Act. With respect to the disclosure of a trade secret and in accordance with 18 U.S.C. § 1833, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, provided that, the information is disclosed solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding filed under seal so that it is not disclosed to the public. Employee is further notified that if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the Company’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding, provided that, Employee files any document containing the trade secret under seal so that it is not disclosed to the public and does not disclose the trade secret, except pursuant to court order.
6. Restricted Services Obligation.
6.1. Acknowledgments. Employee acknowledges and agrees that the Company is one of the leading retail companies in the United States, with omni-channel presence throughout the United States, and that the Company compensates executives like Employee to, among other things, develop and maintain valuable goodwill and relationships on the Company’s behalf (including relationships with customers, suppliers, vendors, employees and other associates) and to maintain business information for the Company’s exclusive ownership and use. As a result, Employee acknowledges and agrees that the restrictions contained in this Section 6 are reasonable, appropriate and necessary for the protection of the Company’s goodwill, customer, supplier, vendor, employee and other associate relationships and Confidential Information and Trade Secrets. Employee further acknowledges and agrees that the restrictions contained in this Section 6 will not pose an undue hardship on Employee or Employee’s ability to find gainful employment. For purposes of this Section 6, the term “Company” means Kohl’s, Inc. and its parent companies, subsidiaries and other affiliates.
6.2. Restrictions on Competition During Employment. During Employee’s employment with the Company, Employee shall not directly or indirectly compete against the Company, or directly or indirectly divert or attempt to divert any customer’s business from the Company anywhere the Company does or is taking steps to do business.
6.3. Post-Employment Restricted Services Obligation. For the one (1) year period following termination, for whatever reason, of Employee’s employment with the Company, Employee will not, directly or indirectly, provide Restricted Services (defined below) to or on behalf of any Competitor (defined below) to or for the benefit of any market in the continental United States and any other geographic market in which the Company is doing, or is taking material steps to do, business.
6.4. Definitions.
(a) Restricted Services. “Restricted Services” shall mean services of any kind or character comparable to those Employee provided to the Company during the eighteen (18) month period immediately preceding Employee’s last date of employment with the Company.
(b) Competitor. The term “Competitor” means Amazon.com, Inc., Belk, Inc., Burlington Stores, Inc., Dillard’s, Inc., J.C. Penney Company, Inc., Macy’s, Inc., Nordstrom Co., Old Navy, Inc., Ross Stores, Inc., Transform Holdco LLC (the entity which acquired the assets of Sears Holdings Corporation and operates Sears and Kmart), Target Corporation, The Gap, Inc. The TJX Companies, Inc. and Walmart Stores, Inc., as the same may be renamed from time-to-time, including any successors, subsidiaries or affiliates of such entities.
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7. Business Ideas; Non-Disparagement.
7.1. Assignment of Business Ideas. Employee shall immediately disclose to the Company a list of all inventions, patents, applications for patent, copyrights, and applications for copyright in which Employee currently holds an interest. The Company will own, and Employee hereby assign to the Company, all rights in all Business Ideas, as defined in Section 7.2, below. All Business Ideas which are or form the basis for copyrightable works shall be considered “works for hire” as that term is defined by United States Copyright Law. Any works that are not found to be “works for hire” are hereby assigned to the Company. While employed by the Company and for one (1) year thereafter, Employee will promptly disclose all Business Ideas to the Company and execute all documents which the Company may reasonably require to perfect its patent, copyright and other rights to such Business Ideas throughout the world. After Employee’s employment with the Company terminates, for whatever reason, Employee will cooperate with the Company to assist the Company in perfecting its rights to any Business Ideas including executing all documents which the Company may reasonably require. For purposes of this Section 7, the term “Company” means Kohl’s, Inc. and its parent companies, subsidiaries and other affiliates.
7.2. Business Ideas. The term “Business Ideas” as used in this Agreement means all ideas, inventions, data, software, developments and copyrightable works, whether or not patentable or registrable, which Employee originates, discovers or develops, either alone or jointly with others while Employee is employed by the Company and for one (1) year thereafter and which are (i) related to any business known by Employee to be engaged in or contemplated by the Company; (ii) originated, discovered or developed during Employee’s working hours during his/her employment with the Company; or (iii) originated, discovered or developed in whole or in part using materials, labor, facilities, Confidential Information, Trade Secrets, or equipment furnished by the Company.
7.3. Non-Disparagement. Employee agrees not to engage at any time in any form of conduct or make any statements or representations, or direct any other person or entity to engage in any conduct or make any statements or representations, that disparage, criticize or otherwise impair the reputation of the Company, its affiliates, parents and subsidiaries and their respective past and present officers, directors, stockholders, partners, members, agents and employees. Nothing contained in this Section 7.3 shall preclude Employee from providing truthful testimony or statements pursuant to subpoena or other legal process or in response to inquiries from any government agency or entity.
8. Non-Solicitation of Restricted Persons.
8.1. Non-Solicitation of Restricted Persons. While Employee is employed by the Company, and for a period of one (1) year immediately following the end, for whatever reason, of Employee’s employment with the Company, Employee shall not directly or indirectly solicit any Restricted Person to provide services to or on behalf of a person or entity in a manner reasonably likely to pose a competitive threat to the Company. For purposes of this Section 8, the term “Company” means Kohl’s, Inc. and its parent companies, subsidiaries and other affiliates.
8.2. Restricted Person. The term “Restricted Person” means an individual who, at the time of the solicitation, is an employee of the Company and (i) who is a top-level employee of the Company, has special skills or knowledge important to the Company, or has skills that are difficult for the Company to replace and (ii) with whom Employee had a working relationship or about whom Employee acquired or possessed specialized knowledge, in each case, in connection with Employee’s employment with the Company and during the one (1) year period immediately prior to the end of Employee’s employment with the Company.
9. Employment At-Will . By accepting the Interim CEO position on the terms stated, you acknowledge that your employment is at-will. This Agreement and any provisions under it will not interfere with or limit in any way your or the Company’s right to terminate your employment with the Company at any time, with or without cause.
10. Reservation of Rights. The Company reserves the right to amend, modify, suspend or terminate any of its equity, incentive, and other benefit programs at any time, except for the RSU Award Agreement.
11. Resignation fromPositions. Unless otherwise requested by the Company in writing (e.g, upon your continued service as a director of the Board), upon termination of employment, for whatever reason, Employee shall be deemed to have resigned from any and all titles, positions and appointments Employee holds with the Company, Kohl’s Corporation or any of their subsidiaries or affiliates whether as an officer, director, employee, committee member, trustee or otherwise. Employee agrees to promptly execute such documents as the Company, in its sole discretion, shall reasonably deem necessary to effect such resignations.
12. Return ofRecords. 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.
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13. General Provisions.
13.1. Notices. Any and all notices, consents, documents or communications provided for in this Agreement shall be given in writing and shall be personally delivered, mailed by registered or certified mail (return receipt requested) or sent by courier, confirmed by receipt, and addressed as follows (or to such other address as the addressed Party may have substituted by notice pursuant to this Section 13.1):
| (a) | If to the Company: |
|---|
Kohl’s, Inc.
N56 W17000 Ridgewood Drive
Menomonee Falls, WI 53051
Attn: Chief Legal Officer
| (b) | If to Employee: |
|---|
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.
13.2. Employee Disclosures and Acknowledgments.
(a) Prior Obligations. Following is a list of prior obligations (written and oral), such as confidentiality agreements or covenants restricting future employment or consulting, that Employee has entered into which may restrict Employee’s ability to perform Employee’s duties as an Employee for the Company: _________________________________________________________________________________________
__________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________.
(b) Confidential Information of Others. Employee certifies that Employee has not, and will not, disclose or use during Employee’s time as an employee of the Company, any confidential information which Employee acquired as a result of any previous employment or under a contractual obligation of confidentiality or secrecy before Employee became an employee of the Company.
(c) Scope of Restrictions. By entering into this Agreement, Employee acknowledges the nature of the Company’s business and the nature and scope of the restrictions set forth in Sections 5, 6, 7 and 8, above, including specifically Wisconsin’s Uniform Trade Secrets Act, presently § 134.90, Wis. Stats. Employee acknowledges and represents that the scope of such restrictions are appropriate, necessary and reasonable for the protection of the Company’s business, goodwill, and property rights. Employee further acknowledges that the restrictions imposed will not prevent Employee from earning a living in the event of, and after, termination, for whatever reason, of Employee’s employment with the Company. Nothing herein shall be deemed to prevent Employee, after termination of Employee’s employment with the Company, from using general skills and knowledge gained while employed by the Company.
(d) Prospective Employers. Employee agrees, during the term of any restriction contained in Sections 5, 6, 7 and 8, above, to disclose such provisions to any future or prospective employer. Employee further agrees that the Company may send a copy of this Agreement to, or otherwise make the provisions hereof known to, any such employer.
13.3. Effect of Termination. Notwithstanding any termination of this Agreement, Employee, in consideration of his/her employment hereunder, shall remain bound by the provisions of this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of Employee’s employment.
13.4. Cooperation. Employee agrees to take all reasonable steps during and after Employee’s employment with the Company to make himself/herself available to and to cooperate with the Company, at its request, in connection with any legal proceedings or other matters in which it is or may become involved. Following Employee’s employment with the Company, the Company agrees to pay reasonable compensation to Employee and to pay all reasonable expenses incurred by Employee in connection with Employee’s obligations under this Section 13.4.
13.5. Effect of Breach. In the event that Employee breaches any provision of this Agreement or any restrictive covenant agreement between the Company and Employee which is entered into subsequent to this Agreement, Employee agrees that the Company may suspend all additional payments to Employee under this Agreement (including any vesting of RSUs pursuant to the RSU Award Agreement), recover from Employee any damages suffered as a result of such breach and recover from Employee any reasonable attorneys’ fees or costs it incurs as a result of such breach. In addition, Employee agrees that the Company may seek injunctive or other equitable relief, without the necessity of posting bond, as a result of a breach by Employee of any provision of this Agreement.
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13.6. Entire Agreement. This Agreement, including all applicable Exhibits, contains the entire understanding and the full and complete agreement of the Parties and supersedes and replaces any prior understandings and agreements among the Parties with respect to the subject matter hereof.
13.7. Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of its provisions.
13.8. Consideration. Execution of this Agreement is a condition of Employee’s continued employment with the Company, and the benefits provided to Employee under this Agreement constitute the consideration for Employee’s undertakings hereunder.
13.9. Amendment. This Agreement may be altered, amended or modified only in writing, signed by both of the Parties hereto.
13.10. Assignability. This Agreement is personal to Employee, and Employee may not assign or delegate any of Employee’s rights or obligations hereunder. Notwithstanding the foregoing, this Agreement shall inure to the benefit of and bind Employee’s heirs, legal representatives, successors and assigns. The Company shall have the unrestricted right to assign this Agreement and all of the Company’s rights (including the right to enforce this Agreement) and obligations under this Agreement. Employee hereby agrees that, at the Company’s request and expense, Employee will consent to any such assignment by the Company and will promptly execute any assignments or other documents necessary to effectuate any such assignment to the Company’s successors or assigns. Following such assignment, this Agreement shall be binding and inure to the benefit of any successor or assign of the Company. For clarification purposes, upon assignment of this Agreement, all references to the Company shall also refer to the person or entity to whom/which this Agreement is assigned.
13.11. Severability. The obligations imposed by, and the provisions of, this Agreement are severable and should be construed independently of each other. If any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision shall not affect the validity of any other provision.
13.12. Waiver of Breach. The waiver by either Party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party.
13.13. Governing Law; Construction. This Agreement shall be governed by the internal laws of the State of Wisconsin, without regard to (i) its conflicts of law provisions and (ii) any rules of construction concerning the draftsman hereof. References to “days” shall mean calendar days unless otherwise specified.
13.14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts so executed shall constitute one agreement binding on all of the Parties hereto notwithstanding that all of the Parties may not be a signatory to the same counterpart. The Parties hereto further acknowledge and agree that this Agreement may be signed and/or transmitted by facsimile, e-mail or a .pdf document or using electronic signature technology (e.g., via DocuSign or other electronic signature technology), and that such signed electronic record shall be valid and effective.
13.15. Consistency with Applicable Law. Employee acknowledges and agrees that nothing in this Agreement prohibits Employee from reporting possible violations of law to any governmental agency, regulatory body or entity, from making other disclosures that are protected under any law or regulation, or from filing a charge with or participating in any investigation or proceeding conducted by a governmental agency or regulatory body. Employee does not need the prior authorization of the Company’s legal department to make any such reports or disclosures and Employee is not required to notify the Company that Employee has made such reports or disclosures; however, the Company encourages Employee to do so. Further, nothing in this Agreement shall have the purpose or effect of limiting Employee’s ability to disclose or discuss information related to sexual assault or sexual harassment disputes that arise after the date Employee signs this Agreement.
13.16. Arbitration. Employee acknowledges and agrees that Employee has received a copy of and understands the terms and provisions of the Company’s Dispute Resolution Policy (AR-256) (the “DRP”) and, unless Employee has properly elected to not be bound by the DRP as allowed by the DRP, the DRP is incorporated herein by this reference as though set forth in full. Employee and the Company agree that, to the extent that they constitute “Covered Disputes” under the DRP, any dispute, claim, or controversy between the Company and Employee, arising from or relating to Employee’s employment with the Company or termination of employment, including but not limited to claims arising under or related to this Agreement or any breach of this Agreement, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, shall be submitted to and decided by final and binding arbitration in accordance with the terms and provisions of the DRP. For the sake of clarity, Employee and the Company acknowledge and agree that the Company retains its rights under Section 13.5 of this Agreement to seek injunctive or other equitable relief in a court of law. To the extent required under applicable law, “Excluded Disputes” under the DRP includes any claim for recoupment of any compensation pursuant to any recoupment policy maintained by the Company under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any Securities and Exchange Commission Rules, as such policy is amended from time to time. As set forth in the DRP, this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § et seq. (“FAA”), and shall survive the termination of Employee’s employment with the Company, and can only be revoked or modified by a writing signed by the Parties or as otherwise provided in the DRP.
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Sincerely,
/s/ John Schlifske
John Schlifske
Chair, Board of Directors
Kohl’s, Inc.
Please confirm your agreement with the foregoing by signing and returning a copy of this letter to [personally identifiable information omitted].
| Signature: | /s/ Michael Bender | Date: 5-16-2025 |
|---|---|---|
| Michael Bender |
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EX-10.2
Exhibit 10.2
RESTRICTED STOCK UNIT AGREEMENT
| Executive | Grant Date | Number of Restricted Stock Units | |
|---|---|---|---|
| Bender, Michael | **** | May 16, 2025 | 441,005 |
RECITALS:
The Compensation Committee of the Board of Directors (the “Committee”) has determined to award to the Executive Restricted Stock Units, subject to the restrictions contained herein, pursuant to the Company’s 2024 Long-Term Compensation Plan (the “Plan”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Plan.
NOW, THEREFORE, for good and valuable consideration, including the mutual promises set forth in this agreement and the benefits that the Company expects to derive in connection with the services to be hereafter rendered to it or its subsidiaries by the Executive, the Company and the Executive hereby agree as follows:
ARTICLE I
Defined Terms
1.1 Cause. Cause shall mean any of the following:
(a) Executive’s failure to substantially perform Executive’s duties after a written demand for performance is delivered to Executive that specifically identifies the manner in which the Company believes that Executive has not substantially performed his duties, and (i) Executive has failed to demonstrate substantial efforts to resume performance of Executive’s duties on a continuous basis within thirty (30) days after receiving such demand; or (ii) such failure to substantially perform, if previously cured, has recurred; provided, however, that failure to meet sales or financial performance objectives, by itself, will not constitute “Cause;”
(b) Executive’s failure to substantially comply with any written rules, regulations, policies, or procedures of the Company, including but not limited to the Company’s anti-harassment policies and the “Kohl’s Code of Ethics,” in any case, which is materially injurious to the reputation and/or business of the Company;
(c) Any dishonest or fraudulent act or omission willfully engaged in by Executive in the course of performance of Executive’s duties for the Company. The term “willfully” as used herein means any act or omission committed in bad faith or without a reasonable belief that the act or omission was in the best interest of the Company;
(d) Any material breach by Executive of any provision of that certain letter agreement between the Executive and the Company dated May 16, 2025 or any restrictive covenant agreement between the Company and the Executive;
(e) Executive’s commission of a crime, the circumstances of which are substantially related to Executive’s duties or responsibilities for the Company; or
(f) Engagement by Executive in any illegal conduct in the course of Executive’s duties for the Company, or conduct that is, in the reasonable opinion of the Board, materially injurious or detrimental to the substantial interests or reputation of the Company.
1.2 Disability. Disability shall have the meaning set forth in the Plan. Notwithstanding the foregoing, in the event this Award is subject to Section 409A of the Code, no event or set of circumstances will constitute a “Disability” for purposes of this Award unless the Executive is also “disabled” as defined in Treasury Regulation Section 1.409A-3(i)(4).
1.3 Payment Date. The Payment Date with respect to Restricted Stock Units shall be the earliest of (i) the Anniversary Date specified in Section 2.2 below, (ii) Executive’s death, or (iii) Executive’s Disability.
1.4 Prorated Amount. The Prorated Amount shall be the number of Restricted Stock Units granted hereunder multiplied by the quotient of (a) the number days that the Executive served as Interim CEO of the Company between his start date on April 30 and the last day he serves in such role, up to a maximum of 365 days, divided by (b) 365.
1.5 Restricted Stock Unit. Restricted Stock Unit shall mean a nonvoting unit of measurement which is deemed for bookkeeping purposes to be the equivalent to one outstanding share of Common Stock (a “Share”) solely for purposes of the Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the payment to be made to Executive if such Restricted Stock Units become vested and payable pursuant to Article II below. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. Each Restricted Stock Unit granted hereunder is intended to qualify as a Stock Award expressed in terms of Common Stock, as authorized under Section 10 of the Plan.
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ARTICLE II
Restricted Stock Units
2.1 Award of Restricted Stock Unit. The Company hereby awards to the Executive the number of Restricted Stock Units listed above under the heading “Number of Restricted Stock Units,” subject to the restrictions contained herein and the provisions of the Plan.
2.2 Vesting of Restricted Stock Units. Subject to the terms of this Agreement, the Restricted Stock Units shall vest in accordance with the following schedule:
| Vesting Date | SharesVesting | ||
|---|---|---|---|
| The 1^st^ Anniversary of the Date of<br>Grant | 100.00 | % |
(a) Termination By Company for Cause or By Executive. If Executive’s employment is terminated by the Company for Cause at any time or if Executive terminates his employment prior to the Anniversary Date, the vesting of the Restricted Stock Units shall, on the date of such termination, cease and any unvested Restricted Stock Units shall be forfeited by Executive and revert to the Company.
(b) Executive’s Death or Disability. In the event of Executive’s death or Disability while employed by the Company prior to the Anniversary Date, the Prorated Amount of Restricted Stock Units granted pursuant to this Restricted Stock Unit Agreement shall vest immediately and any remaining Restricted Stock Units granted hereunder shall be forfeited by Executive and revert to the Company.
(c) Termination By Company Without Cause. If Executive’s employment is terminated by the Company without Cause prior to the Anniversary Date, Executive shall continue to vest in the Prorated Amount of Restricted Stock Units granted pursuant to this Restricted Stock Unit Agreement until the Anniversary Date and any remaining Restricted Stock Units granted hereunder shall be forfeited by Executive and revert to the Company as of the date of such termination.
(d) Change of Control. Notwithstanding anything in Paragraph 19(a) of the Plan (regarding the effect of a Change of Control upon certain Awards) to the contrary, upon the occurrence of any of the events described under Paragraph 19 (a) of the Plan, instead of full vesting, only a Prorated Amount of the Restricted Stock Units granted under this Restricted Stock Unit Agreement shall vest and any outstanding Restricted Stock Units that do not vest upon such events shall be forfeited by Executive and revert to the Company as of the date of such event.
2.3 Prohibition Against Transfer. The Restricted Stock Units may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) by Executive, or be subject to execution, attachment or similar process. Any transfer in violation of this Section 2.3 shall be void and of no further effect.
2.4 Release. As a condition to the continued vesting of the Prorated Amount of Restricted Stock Units in Section 2.2(c) above, in the event of Executive’s termination of employment by the Company without Cause, Executive (i) shall be required to execute a written release agreement in a form satisfactory to the Company containing, among other items, a general release of claims against the Company, and (ii) must not exercise any right to revoke such release agreement during any applicable rescission period ((i) and (ii), the “Release Conditions).” If Executive fails to satisfy the Release Conditions within sixty (60) days of the Executive’s termination of employment, all outstanding Restricted Stock Units shall be forfeited.
2.5 Share Delivery. On the Payment Date, if the Restricted Stock Units have vested in accordance with 2.2 above, the Company shall deliver to Executive a number of Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of Restricted Stock Units that have become vested pursuant to Section 2.2 above (which, for the avoidance of doubt, shall be the limited to the Prorated Amount in the case of a termination under Section 2.2(b) or (c) above).
ARTICLE III
Miscellaneous
3.1 Provisions of the Plan Control. This Agreement shall be governed by the provisions of the Plan, the terms and conditions of which are incorporated herein by reference. The Plan empowers the Committee to make interpretations, rules and regulations thereunder, and, in general, provides that determinations of such Committee with respect to the Plan shall be binding upon the Executive. A copy of the Plan will be delivered to the Executive upon reasonable request.
3.2 No Rights as Shareholder. Executive shall not have any right to exercise the rights or privileges of a shareholder with respect to any Restricted Stock Units or Shares distributable with respect to any Restricted Stock Units until such Shares are distributed.
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3.4 Dividend Equivalents. On the Payment Date, in addition to the Shares deliverable under Section 2.5 above, the Company shall issue the Executive or Executive’s beneficiary that number of Shares equal to the “Dividend Equivalent Amount.” The Dividend Equivalent Amount shall be calculated as of the Payment Date, pursuant to this Section 3.4. In calculating the Dividend Equivalent Amount, the Company shall determine the number of Shares that would have been payable to the Executive if the total number of Restricted Stock Units vested under Section 2.2 had been outstanding as Shares from the Grant Date until the Payment Date and in lieu of any regular cash dividends, on the declared payment date of each regular cash dividend otherwise payable on such Shares (“Dividend Date”), the Company had issued Executive a number of additional Shares with a “Dividend Date Market Value” equal to: (i) the per-share dollar amount of the declared dividend multiplied by (ii) the number of Restricted Stock Units vested under Section 2.2 above plus the number of Shares deemed issued hereunder as dividend equivalents as of the declared record date for the dividend. For purposes of calculating the “Dividend Date Market Value” in the preceding sentence, the Company shall use the closing price of a share of the Company’s Common Stock on the New York Stock Exchange on the Dividend Date. Shares issued hereunder shall be issued in fractional shares.
3.5 Taxes. The Company may require payment of or withhold any income or employment tax from any amount payable under this Restricted Stock Unit Agreement or from any other compensation payable to Executive as is required under law with respect to this Restricted Stock Unit Agreement, and the Company may defer making delivery with respect to Shares until arrangements satisfactory to the Company have been made with regard to any such withholding obligation. In accordance with the Plan, the Company may withhold shares of Common Stock to satisfy such withholding obligations.
3.6 Section 409A. To the extent this Award is or becomes subject to Section 409A, this Restricted Stock Unit Agreement shall be interpreted and administered in compliance with the requirements of Section 409A of the Code and any guidance promulgated thereunder, including the final regulations.
3.7 No Employment Rights. The award of the Restricted Stock Units pursuant to this Agreement shall not give the Executive any right to remain employed by the Company or any affiliate thereof.
3.8 Notices. Any notice to be given to the Company under the terms of this Agreement shall be given in writing to the Company in care of its General Counsel at Kohl’s, Inc., N56 W17000 Ridgewood Drive, Menomonee Falls, Wisconsin, 53051. Any notice to be given to the Executive may be addressed to him/her at the address as it appears on the payroll records of the Company or any subsidiary thereof. Any such notice shall
be deemed to have been duly given if and when actually received by the party to whom it is addressed, as evidenced by a written receipt to that effect.
3.9 Governing Law. This Restricted Stock Unit Agreement and all questions arising hereunder or in connection herewith shall be determined in accordance with the laws of the State of Wisconsin without giving effect to its conflicts of law provisions.
3.10 Suspension or Termination of Award; Clawback. Executive acknowledges that this Restricted Stock Unit Agreement is subject to Section 23 of the Plan, including, but not limited to, the forfeiture of the Award in the event that Executive makes an unauthorized disclosure of any Company trade secret or confidential information or breaches any non-competition agreement.
3.11 Award Acceptance. This Award shall not be effective unless the Executive electronically consents to this Restricted Stock Unit Agreement via an online platform, access to which will be provided by the Company, indicating the Executive’s acceptance of the terms and conditions of this Restricted Stock Unit Agreement. By electronically consenting to this Restricted Stock Unit Agreement via the online platform, the Executive acknowledges and agrees to the terms and conditions of this Restricted Stock Unit Agreement and the Plan.
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