0001193125-10-132984 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 4th, 2010 • Kohls Corporation • Retail-department stores • Wisconsin

The Company and Executive have previously entered into an [Employment Agreement] [Executive Compensation Agreement] (the “[Employment Agreement] [Executive Compensation Agreement]”) setting forth some of the terms of Executive’s employment and post-employment relationships with Company.

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KOHL’S CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT BASED ON KOHL’S 2010 LONG-TERM COMPENSATION PLAN
Non-Qualified Stock Option Agreement • June 4th, 2010 • Kohls Corporation • Retail-department stores

The Compensation Committee (the “Committee”) of the Board of Directors of Kohl’s Corporation (“Kohl’s”) has approved granting to the Executive named above (“Executive”) a nonstatutory option (“Option”) to purchase shares of Kohl’s common stock on the terms and subject to the conditions described below. Kohl’s and the Executive agree as follows:

RESTRICTED STOCK AGREEMENT (Non-Employee Directors)
Restricted Stock Agreement • June 4th, 2010 • Kohls Corporation • Retail-department stores • Wisconsin

The Board of Directors of Kohl’s Corporation (the “Board”) has approved granting to the director named above (“Director”) shares of the common stock of the Company (“Common Stock”), subject to the restrictions contained herein, pursuant to the Company’s 2010 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.

KOHL’S CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
Non-Employee Director Stock Option Agreement • June 4th, 2010 • Kohls Corporation • Retail-department stores • Wisconsin

The Board of Directors of Kohl’s Corporation (the “Board”) has approved granting to the director named above (“Director”) a nonstatutory option (“Option”) to purchase shares of Kohl’s Corporation (“Kohl’s”) common stock pursuant to Kohl’s 2010 Long-Term Compensation Plan (“Plan”) on the terms and subject to the conditions described below. The Board and the Director agree as follows:

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