Common use of Continuation of Compensation Clause in Contracts

Continuation of Compensation. In the event that Executive’s employment is terminated by each Sears entity by which the Executive is employed for any reason other than “Cause”, death or “Disability” (as such terms are defined in Section 2 below) or by Executive for Good Reason (as defined in Section 2 below), subject to the provisions of subsection 4(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears 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 one (1) year (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period with respect to the Salary Continuation Period. Notwithstanding anything in this subsection (a) to the contrary, if as of the first day of the Leave Executive is a “key employee” or “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder, then, if necessary to comply with Code Section 409A, payment to Executive shall not be made to Executive until six (6) months after the first day of Executive’s Leave and payment of the first six (6) months of salary continuation shall be made in a lump sum and the remaining six (6) months shall be paid on each regular salary payroll period. In addition to the foregoing, a lump sum payment will be made to Executive within ten (10) business days following the first day of the Leave in an amount equal to the sum of any accrued base salary through the first day of the Leave to the extent not already paid and any vacation benefits that accrued prior to the Leave. No vacation will accrue during the Leave. All salary continuation payments and benefits will terminate and forever lapse if Executive is employed by a “Sears Competitor” as defined in subsection 4(b)(ii) herein.

Continuation of Compensation. In the event that Executive’s employment is terminated by each OSH entity (including Sears entity Holdings Corporation and its subsidiaries (“Sears”)) by which the Executive is employed for any reason other than man “Cause”, death or “Disability” (as such terms are defined in Section 2 below) or by Executive for Good Reason (as defined in Section 2 below), subject to the provisions of subsection 4(e4(d), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears OSH 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 one six (16) year months (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period with respect to the Salary Continuation Period; provided that, in any event, OSH’s obligations under this subsection (a) shall be reduced on a dollar-for-dollar basis (but not below zero) to the extent Executive earns fees, salary or wages from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period. Notwithstanding anything in this subsection (a) to the contrary, if as of the first day of the Leave Executive is a “key employee” or “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder, then, if necessary to comply with Code Section 409A, payment to Executive shall not be made to Executive until six (6) months after the first day of Executive’s Leave and payment of the first six (6) months of salary continuation shall be made in a lump sum and the remaining six (6) months shall be paid on each regular less all applicable deductions, instead of by salary payroll periodcontinuation. In addition to the foregoing, a lump sum payment will be made to Executive within ten (10) business days following the first day of the Leave in an amount equal to the sum of any accrued base salary through the first day of the Leave to the extent not already paid and any vacation benefits that accrued prior to the Leave. No vacation will accrue during the Leave. All salary continuation payments and benefits will terminate and forever lapse if Executive is employed by a “Sears Competitor” as defined in subsection 4(b)(ii) herein.

Continuation of Compensation. In the event that (x) Executive’s employment is terminated by each Sears entity by which the Executive she is employed (the “Company”) for any reason other than “Cause”Cause (as defined below), death or “Disability” Disability (as such terms are defined in Section 2 below) or (y) Executive’s employment is terminated by Executive for Good Reason (as defined in Section 2 below), subject to the provisions of subsection 4(e), Section 5 Sections 6(e) and Section (f) and 10 herein, the Company shall pay to Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears shall: • Continue to pay Executive’s his annual base salary, at the rate salary as in effect immediately prior to the first day date of the Leave, termination for a period of one (1) year and Executive’s target bonus for the year in which the date of termination has occurred or, if no target bonus has been set for the year in which the date of termination has occurred, Executive’s target bonus for the year immediately preceding the year in which the date of termination has occurred (the “Target Bonus”); provided that, in any event, Sears’ obligations under this clause 1 shall be reduced on a dollar-for-dollar basis (but not below zero) to the extent that Executive earns fees, salary or wages from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period”Period (as defined below), which . The amount described in Section 1(a) shall be paid on each regular salary payroll period with respect to following the date of termination (the “Salary Continuation Period. Notwithstanding anything in this subsection (a”) to provided that if at the contrary, if as of time that the first day of executive terminates employment the Leave Executive executive is a “key employee” or “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder, then, if necessary to comply with Code Section 409A, payment to Executive the executive shall not be made to Executive commence until six (6) months after the first day executive’s termination of Executive’s Leave and payment of the first six (6) months of salary continuation shall be made in a lump sum and the remaining six (6) months shall be paid on each regular salary payroll periodemployment. In addition to the foregoing, a lump sum payment will be made to Executive within ten (10) business days following the first day date of the Leave termination in an amount equal to the sum of any accrued base salary through the first day date of the Leave termination to the extent not already theretofore paid and any vacation benefits that accrued prior to the Leavedate of termination. No vacation will accrue during after the Leavedate active employment ends. All salary continuation payments and benefits will terminate and forever lapse if Executive is employed by a “Sears Competitor” as defined in subsection 4(b)(iiSection 6(b) herein.

Continuation of Compensation. In the event that (x) Executive’s employment is terminated by each Sears entity by which the Executive she is employed (the “Company”) for any reason other than “Cause”Cause (as defined below), death or “Disability” Disability (as such terms are defined in Section 2 below) or (y) Executive’s employment is terminated by Executive for Good Reason (as defined in Section 2 below), subject to the provisions of subsection 4(e), Section 5 Sections 6(e) and Section (f) and 10 herein, the Company shall pay to Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears shall: • Continue to pay Executive’s his annual base salary, at the rate salary as in effect immediately prior to the first day date of the Leave, termination for a period of one (1) year year; provided that, in any event, Sears’ obligations under this clause 1 shall be reduced on a dollar-for-dollar basis (“but not below zero) to the extent that Executive earns fees, salary or wages from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period”Period (as defined below), which . The amount described in Section 1(a) shall be paid on each regular salary payroll period with respect to following the date of termination (the “Salary Continuation Period. Notwithstanding anything in this subsection (a”) to provided that if at the contrary, if as of time that the first day of executive terminates employment the Leave Executive executive is a “key employee” or “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder, then, if necessary to comply with Code Section 409A, payment to Executive the executive shall not be made to Executive commence until six (6) months after the first day executive’s termination of Executive’s Leave and payment of the first six (6) months of salary continuation shall be made in a lump sum and the remaining six (6) months shall be paid on each regular salary payroll period. employment In addition to the foregoing, a lump sum payment will be made to Executive within ten (10) business days following the first day date of the Leave termination in an amount equal to the sum of any accrued base salary through the first day date of the Leave termination to the extent not already theretofore paid and any vacation benefits that accrued prior to the Leavedate of termination. No vacation will accrue during after the Leavedate active employment ends. All salary continuation payments and benefits will terminate and forever lapse if Executive is employed by a “Sears Competitor” as defined in subsection 4(b)(iiSection 6(b) herein.

Continuation of Compensation. In the event that Executive’s employment is terminated by each Sears entity by which the Executive is employed for any reason other than “Cause”, death or “Disability” (as such terms are defined in Section 2 below) or by Executive for Good Reason (as defined in Section 2 below), subject to the provisions of subsection 4(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears 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 one (1) year (“Salary Continuation Period”), which amount shall be paid on each regular salary payroll period with respect to the Salary Continuation Period; provided that, in any event, Sears obligations under this subsection (a) shall be reduced on a dollar-for-dollar basis (but not below zero) to the extent Executive earns fees, salary or wages from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period. Notwithstanding anything in this subsection (a) to the contrary, if as of the first day of the Leave Executive is a “key employee” or “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder, then, if necessary to comply with Code Section 409A, payment to Executive shall not be made to Executive until six (6) months after the first day of Executive’s Leave and payment of the first six (6) months of salary continuation shall be made in a lump sum and the remaining six (6) months shall be paid on each regular salary payroll period. In addition to the foregoing, a lump sum payment will be made to Executive within ten (10) business days following the first day of the Leave in an amount equal to the sum of any accrued base salary through the first day of the Leave to the extent not already paid and any vacation benefits that accrued prior to the Leave. No vacation will accrue during the Leave. All salary continuation payments and benefits will terminate and forever lapse if Executive is employed by a “Sears Competitor” as defined in subsection 4(b)(ii) herein.