Common use of Continuation of Compensation Clause in Contracts

Continuation of Compensation. 1. In the event that Executive incurs a Separation from Service (as defined in Section 2 below) from each OSH Affiliate by which Executive is employed for any reason other than “Cause”, death or “Disability” (as defined in Section 2 below) or by Executive for “Good Reason” (as defined in Section 2 below), subject to the provisions of subsection 4(d), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and OSH or the appropriate OSH Affiliate shall continue to pay Executive’s base salary, at the rate in effect immediately prior to the first day of the Leave, for a period of six (6) months (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period within the Salary Continuation Period and without interruption between active employment and the Salary Continuation Period (subject to subsection (a)(i)(2) below) (“Salary Continuation”). Notwithstanding the foregoing, the OSH or OSH Affiliate obligations under this subsection (a)(i) shall be reduced on a dollar-for-dollar basis (but not below zero), by the amount, if any, of fees, salary or wages that Executive earns during the same payroll period from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period. For avoidance of doubt, Executive shall not be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement in order to mitigate Salary Continuation. In all events, Executive’s Salary Continuation Period shall end on the date that is six (6) months after the date of your “Separation from Service” (as such terms are defined in Section 2 below), and no additional Salary Continuation or benefits (described under subsections (a)(ii) and (iii) below) shall be paid hereunder. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with subsection 4(d) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse OSH for any portion of the Salary Continuation paid during the Salary Continuation Period.

Continuation of Compensation. 1. In the event that Executive incurs a Separation from Service (as defined in Section 2 below) by OSH from each OSH Affiliate by which Executive is employed for any reason other than “Cause”, death or “Disability” (as defined in Section 2 below) or by Executive for “Good Reason” (as defined in Section 2 below), subject to the provisions of subsection 4(d4(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and OSH or the appropriate OSH Affiliate shall continue to pay Executive’s base salary, at the rate in effect immediately prior to the first day of the Leave, for a period of (A) if the Separation from Service occurs within the first twelve (12) months of employment, one (1) year or (B) if the Separation from Service occurs after the first twelve (12) months of employment, six (6) months (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period within the Salary Continuation Period and without interruption between active employment and the Salary Continuation Period (subject to subsection (a)(i)(2) below) (“Salary Continuation”). Notwithstanding the foregoing, the OSH or OSH Affiliate obligations under this subsection (a)(i) shall be reduced on a dollar-for-dollar basis (but not below zero), by the amount, if any, of fees, salary or wages that Executive earns during in respect of the same payroll period from a subsequent employer (including those arising from self-employment) during as the Salary Continuation Period. For avoidance of doubt, Executive shall not be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement in order to mitigate Salary Continuation. In all events, Executive’s Salary Continuation Period shall end on the date that is either twelve (12) months or six (6) months after months, depending on the date of your “Separation from Service” (as such terms are defined in Section 2 below), and no additional Salary Continuation or benefits (described under subsections (a)(ii) and (iii) below) shall be paid hereunder. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with subsection 4(d4(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse OSH for any portion of the Salary Continuation paid during the Salary Continuation Period.

Continuation of Compensation. 1. In the event that Executive incurs a Separation from Service (as defined in Section 2 below) from each OSH Sears Affiliate by which Executive is employed for any reason other than “Cause”, death or “Disability” (as defined in Section 2 below) or by Executive for “Good Reason” (as defined in Section 2 below), subject to the provisions of subsection 4(d4(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and OSH Sears or the appropriate OSH Sears Affiliate shall continue to pay Executive’s base salary, at the rate in effect immediately prior to the first day of the Leave, for a period of six one (61) months year (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period within the Salary Continuation Period and without interruption between active employment and the Salary Continuation Period (subject to subsection (a)(i)(2) below) (“Salary Continuation”). Notwithstanding the foregoing, the OSH or OSH Affiliate obligations under this subsection (a)(i) shall be reduced on a dollar-for-dollar basis (but not below zero), by the amount, if any, of fees, salary or wages that Executive earns during the same payroll period from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period. For avoidance of doubt, Executive shall not be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement in order to mitigate Salary Continuation. In all events, Executive’s Salary Continuation Period shall end on the date that is six twelve (612) months after the date of your “Separation from Service” (as such terms are defined in Section 2 below), and no additional Salary Continuation or benefits (described under subsections (a)(ii) and (iii) below) shall be paid hereunder. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with subsection 4(d4(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse OSH Sears for any portion of the Salary Continuation paid during the Salary Continuation Period.

Continuation of Compensation. 1. In the event that Executive incurs a Separation from Service (as defined in Section 2 below) from each OSH Sears Affiliate by which Executive is employed for any reason other than “Cause”, death or “Disability” (as defined in Section 2 below) or by Executive for “Good Reason” (as defined in Section 2 below), subject to the provisions of subsection 4(d), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and OSH Sears or the appropriate OSH Sears Affiliate shall continue to pay Executive’s base salary, at the rate in effect immediately prior to the first day of the Leave, for a period of six one (61) months year (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period within the Salary Continuation Period and without interruption between active employment and the Salary Continuation Period (subject to subsection (a)(i)(2) below) (“Salary Continuation”). Notwithstanding the foregoing, the OSH Sears or OSH Sears Affiliate obligations under this subsection (a)(i) shall be reduced on a dollar-for-dollar basis (but not below zero), by the amount, if any, of fees, salary or wages that Executive earns during the same payroll period from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period. For avoidance of doubt, Executive shall not be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement in order to mitigate Salary Continuation. In all events, Executive’s Salary Continuation Period shall end on the date that is six twelve (612) months after the date of your Executive’s “Separation from Service” (as such terms are defined in Section 2 below), and no additional Salary Continuation or benefits (described under subsections (a)(ii) and (iii) below) shall be paid hereunder. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with subsection 4(d) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse OSH Sears for any portion of the Salary Continuation paid during the Salary Continuation Period.

Continuation of Compensation. 1. In the event that Executive incurs a Separation from Service (as defined in Section 2 below) from each OSH Sears Affiliate by which Executive is employed for any reason other than “Cause”, death or “Disability” (as defined in Section 2 below) or by Executive for “Good Reason” (as defined in Section 2 below), subject to the provisions of subsection 4(d4(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and OSH Sears or the appropriate OSH Sears Affiliate shall continue to pay Executive’s base salary, at the rate in effect immediately prior to the first day of the Leave, for a period of six one (61) months year (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period within the Salary Continuation Period and without interruption between active employment and the Salary Continuation Period (subject to subsection (a)(i)(2) below) (“Salary Continuation”). Notwithstanding the foregoing, the OSH Sears or OSH Sears Affiliate obligations under this subsection (a)(i) shall be reduced on a dollar-for-dollar basis (but not below zero), by the amount, if any, of fees, salary or wages that Executive earns during the same payroll period from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period. For avoidance of doubt, Executive shall not be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement in order to mitigate Salary Continuation. In all events, Executive’s Salary Continuation Period shall end on the date that is six twelve (612) months after the date of your “Separation from Service” (as such terms are defined in Section 2 below), and no additional Salary Continuation or benefits (described under subsections (a)(ii) and (iii) below) shall be paid hereunder. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with subsection 4(d4(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse OSH Sears for any portion of the Salary Continuation paid during the Salary Continuation Period.

Continuation of Compensation. 1. In the event that Executive incurs a Separation from Service (as defined in Section 2 below) by Sears from each OSH Sears Affiliate by which Executive is employed for any reason other than “Cause”, death or “Disability” (as defined in Section 2 below) or by Executive for “Good Reason” (as defined in Section 2 below), subject to the provisions of subsection 4(d4(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and OSH Sears or the appropriate OSH Sears Affiliate shall continue to pay Executive’s base salary, at the rate in effect immediately prior to the first day of the Leave, for a period of six one (61) months year (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period within the Salary Continuation Period and without interruption between active employment and the Salary Continuation Period (subject to subsection (a)(i)(2) below) (“Salary Continuation”). Notwithstanding the foregoing, the OSH Sears or OSH Sears Affiliate obligations under this subsection (a)(i) shall be reduced on a dollar-for-dollar basis (but not below zero), by the amount, if any, of fees, salary or wages that Executive earns during in respect of the same payroll period from a subsequent employer (including those arising from self-employment) during as the Salary Continuation Period. For avoidance of doubt, Executive shall not be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement in order to mitigate Salary Continuation. In all events, Executive’s Salary Continuation Period shall end on the date that is six twelve (612) months after the date of your “Separation from Service” (as such terms are defined in Section 2 below), and no additional Salary Continuation or benefits (described under subsections (a)(ii) and (iii) below) shall be paid hereunder. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with subsection 4(d4(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse OSH Sears for any portion of the Salary Continuation paid during the Salary Continuation Period.

Continuation of Compensation. 1. In the event that Executive incurs a Separation from Service (as defined in Section 2 below) from each OSH Affiliate by which Executive is employed for any reason other than “Cause”, death or “Disability” (as defined in Section 2 below) or by Executive for “Good Reason” (as defined in Section 2 below), subject to the provisions of subsection 4(d), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and OSH or the appropriate OSH Affiliate shall continue to pay Executive’s base salary, at the rate in effect immediately prior to the first day of the Leave, for a period of six (6) months (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period within the Salary Continuation Period and without interruption between active employment and the Salary Continuation Period (subject to subsection (a)(i)(2) below) (“Salary Continuation”). Notwithstanding the foregoing, the OSH or OSH Affiliate obligations under this subsection (a)(i) shall be reduced on a dollar-for-dollar basis (but not below zero), by the amount, if any, of fees, salary or wages that Executive earns during the same payroll period from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period. For avoidance of doubt, Executive shall not be he obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement in order to mitigate Salary Continuation. In all events, Executive’s Salary Continuation Period shall end on the date that is six (6) months after the date of your “Separation from Service” (as such terms are defined in Section 2 below), and no additional Salary Continuation or benefits (described under subsections (a)(ii) and (iii) below) shall be paid hereunder. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with subsection 4(d) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse OSH for any portion of the Salary Continuation paid during the Salary Continuation Period.