0001193125-14-063045 Sample Contracts

TRANSITION SERVICES AGREEMENT Between SEARS HOLDINGS MANAGEMENT CORPORATION And LANDS’ END, INC.
Transition Services Agreement • February 21st, 2014 • Lands End Inc • Retail-family clothing stores • Illinois
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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SEARS HOLDINGS CORPORATION AND LANDS’ END, INC. DATED AS OF [—]
Separation and Distribution Agreement • February 21st, 2014 • Lands End Inc • Retail-family clothing stores • Illinois

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made as of [—], by and between Sears Holdings Corporation, a Delaware corporation (“SHC”), and Lands’ End, Inc., a Delaware corporation and, prior to the Distribution, an indirect wholly owned subsidiary of SHC (“LE”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

RETAIL OPERATIONS AGREEMENT
Retail Operations Agreement • February 21st, 2014 • Lands End Inc • Retail-family clothing stores • Illinois

This RETAIL OPERATIONS AGREEMENT (the “Agreement”) is entered into by Lands’ End, Inc., a Delaware corporation (“LE”) and Sears, Roebuck and Co., a New York corporation, (“SRC”). Certain terms are defined where they are first used below; while others are defined in Appendix #1 (Glossary). SRC and LE each are sometimes referred to herein as a “Party” and together sometimes are referred to as the “Parties.”

Contract
Financial Services Agreement • February 21st, 2014 • Lands End Inc • Retail-family clothing stores • Illinois

This FINANCIAL SERVICES AGREEMENT (the “Agreement”) is entered into by and between LANDS’ END, INC., a Delaware corporation (“LE”), and SEARS HOLDINGS MANAGEMENT CORPORATION, a Delaware corporation (“SHMC”), as of , 2014 (the “Effective Date”). SHMC and LE each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.”

TAX SHARING AGREEMENT
Tax Sharing Agreement • February 21st, 2014 • Lands End Inc • Retail-family clothing stores • Illinois

This Tax Sharing Agreement (the “Agreement”), dated as of [ ], is by and among Sears Holdings Corporation, a Delaware corporation (“SHC”), and Lands’ End, Inc., a Delaware corporation (“LE”), and all of its direct and indirect Subsidiaries (LE and its present and future Subsidiaries shall be collectively referred to herein as the “LE Entities”).

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