Common use of Long-Term Incentive Plans Clause in Contracts

Long-Term Incentive Plans. (i) As of the Effective Time, LE Personnel shall cease to be eligible to receive any incentive award under the (x) 2011 Sears Holdings Corporation Long-Term Incentive Program (the “2011 SHC LTIP”), (y) 2012 Sears Holdings Corporation Long-Term Incentive Program (the “2012 SHC LTIP”) and the (z) 2013 Sears Holdings Corporation Long-Term Incentive Program (the “2013 SHC LTIP”). LE shall establish a performance-based long-term incentive program (the “LE LTIP”) as of the Effective Time and shall be solely responsible for all incentive awards that become payable under the terms of the LE LTIP for 2014 and any other performance period ending on or after the Effective Time. Any accruals and the outstanding liabilities arising out of or relating to the close out of the 2011 SHC LTIP, 2012 SHC LTIP and 2013 SHC LTIP, if any, with respect to LE Personnel will be forfeited as of the Effective Time and/or canceled by SHC prior to the payment date. (ii) SHC shall assign and LE shall assume, as of the Effective Time, the portion of the 2013 Sears Holdings Corporation Cash Long-Term Incentive Plan applicable to LE Personnel (including the applicable plan document, performance metrics and specifics) (the “LE 2013 Cash LTI”) as of the Effective Time. Any accruals and the outstanding Liabilities arising out of or relating to fiscal year 2013 attributable to LE Personnel under the LE 2013 Cash LTI will be transferred to and assumed by LE as of the Effective Time or prior to the payment date for the LE 2013 Cash LTI, as agreed by the parties hereto prior to the Effective Time. LE hereby accepts and agrees to such assumption and agrees to pay all such Liabilities under the LE 2013 Cash LTI.

Long-Term Incentive Plans. (i) As of At the Effective Time, LE Personnel Horizon shall cease to be eligible to receive any incentive award under the (x) 2011 Sears Holdings Corporation assume those certain Long-Term Incentive Program Plans with Xxxxx X. Xxxx and Xxxx X. Xxxxxxxx (collectively, the “2011 SHC LTIP”), (y) 2012 Sears Holdings Corporation Long-Term Incentive Program (the “2012 SHC LTIPLTIPs”) and the timing and amount of the payments thereunder will be made in accordance with the LTIP plan documents and election forms, as detailed in Section 5.19 of the WBKC Disclosure Schedule. WBKC agrees to amend the LTIPs effective as soon as administratively feasible after the date of this Agreement to: (zi) 2013 Sears Holdings Corporation Long-Term Incentive Program delete the provisions which permit the election of subsequent voluntary deferral periods (including the “2013 SHC LTIP”subsequent deferral of any installment payments); (ii) prohibit WBKC, Horizon or any affiliate or successor from terminating the LTIPs and/or accelerate the timing of payments thereunder without participant consent; and (iii) permit current LTIP owners to make deemed investment elections for amounts payable under the LTIPs (with the investment options of cash or Horizon common stock), including amounts previously credited to the Stock Units Accounts under the LTIPs (subject to the ability of Horizon to override the investment elections at its sole discretion). LE shall establish a performance-based long-term incentive program (Horizon and WBKC agree that all amounts payable under the “LE LTIP”) LTIPs as of the Effective Time and Closing Date will be maintained by Horizon or any affiliate or successor in a separate irrevocable grantor trust (which shall meet the requirements of Internal Revenue Service Revenue Procedure 92-65, as amended or superseded from time to time), the trustee of which grantor trust shall be solely responsible for all incentive awards that become payable under the terms of the LE LTIP for 2014 and any other performance period ending on or after the Effective Time. Any accruals and the outstanding liabilities arising out of or relating to the close out of the 2011 SHC LTIP, 2012 SHC LTIP and 2013 SHC LTIP, if any, with respect to LE Personnel will be forfeited as of the Effective Time and/or canceled determined by SHC prior to the payment date. (ii) SHC shall assign and LE shall assume, as of Horizon at the Effective Time, and all payments due under such LTIPs will be made from such trust in accordance with the portion LTIPs and applicable election forms, provided that the current owners of the 2013 Sears Holdings Corporation Cash Long-Term Incentive Plan LTIPs shall be provided the opportunity to make deemed investment elections applicable to LE Personnel (including amounts payable under the applicable plan document, performance metrics and specifics) (LTIPs following the “LE 2013 Cash LTI”) as completion of the Effective Time. Any accruals and the outstanding Liabilities arising out of or relating to fiscal year 2013 attributable to LE Personnel under the LE 2013 Cash LTI will be transferred to and assumed by LE as of the Effective Time or prior to the payment date for the LE 2013 Cash LTI, as agreed by the parties hereto prior to the Effective Time. LE hereby accepts and agrees to such assumption and agrees to pay all such Liabilities under the LE 2013 Cash LTIMerger.