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 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(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears or the appropriate 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 one (1) 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 Sears or 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 twelve (12) 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(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(ii) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date of the Separation from Service Executive is a “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 below, then, payment to Executive for the first six (6) months of salary continuation shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months shall instead be paid to Executive in a lump sum payment on the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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. 4. All Salary Continuation payments (described under this subsection (a)(i)) will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse 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 Sears 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(e4(d), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears OSH or the appropriate Sears 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 one six (16) year 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 Sears OSH or Sears 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 twelve six (126) 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(e4(d) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears OSH for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(ii) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1a)(i)(l) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date of the Separation from Service Executive is a “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 below, then, payment to Executive for the first six (6) months of salary continuation shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months shall instead be paid to Executive in a lump sum payment on the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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. 4. All Salary Continuation payments (described under this subsection (a)(i)) will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse 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 OSH from each Sears 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(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears OSH or the appropriate Sears 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 Sears OSH or Sears 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 after or six (6) 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(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears OSH for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(ii) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date of the Separation from Service Executive is a “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 below, then, payment to Executive for the first six (6) months of salary continuation shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months or any portion of the Salary Continuation that is subject to Section 409A, shall instead be paid to Executive in a lump sum payment on the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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. 4. All Salary Continuation payments (described under this subsection (a)(i)) will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse 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 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(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears or the appropriate 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 one (1) 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 Sears or 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 twelve (12) 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(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(ii) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date of the Separation from Service Executive is a “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 below, then, payment to Executive for the first six (6) months of salary continuation shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months or any portion of the Salary Continuation that is subject to Section 409A, shall instead be paid to Executive in a lump sum payment on the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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. 4. All Salary Continuation payments (described under this subsection (a)(i)) will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse 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 Sears 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(e4(d), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears OSH or the appropriate Sears 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 one six (16) year 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 Sears OSH or Sears 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 twelve six (126) 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(e4(d) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears OSH for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(ii) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date of the Separation from Service Executive is a “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 below, then, payment to Executive for the first six (6) months of salary continuation shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months shall instead be paid to Executive in a lump sum payment on the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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. 4. All Salary Continuation payments (described under this subsection (a)(i)) will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse 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 Sears 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(e4(d), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears OSH or the appropriate Sears 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 one six (16) year 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 Sears OSH or Sears 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 twelve six (126) 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(e4(d) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears OSH for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(ii) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date of the Separation from Service Executive is a “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 below, then, payment to Executive for the first six (6) months of salary continuation shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A 409 A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months shall instead be paid to Executive in a lump sum payment on the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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. 4. All Salary Continuation payments (described under this subsection (a)(i)) will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse 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 Executive’s employment is terminated by each Sears Affiliate 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” 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 or the appropriate Sears Affiliate shall continue shall: i. 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 within with respect to the Salary Continuation Period and without interruption between active employment and Period; and ii. Pay Executive a target bonus for the period of Salary Continuation Period (subject to subsection (a)(i)(2i.e., twelve months) below) based on Executive’s then current target bonus percentage (“Salary ContinuationTarget Bonus”). Notwithstanding , which amount shall be paid in installments on each regular salary payroll period with respect to the foregoingSalary Continuation Period; provided that, the Sears or Sears Affiliate in any event, Sears’ obligations under this subsection (a)(ia) shall be reduced on a dollar-for-dollar basis (but not below zero), by ) to the amount, if any, of extent Executive earns 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 twelve (12) 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(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(iia) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date first day of the Separation from Service Leave Executive is a “key employee” or “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 belowthereunder, then, if necessary to comply with Code Section 409A, payment to Executive for 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 (under subsection (a)(i)) and Target Bonus (under subsection (a)(ii)) shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months shall instead be paid to Executive in a lump sum payment on and the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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. 4. All Salary Continuation salary continuation payments (described under this subsection (a)(i)) and benefits will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse 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 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(e4(d), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears or the appropriate 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 one (1) 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 Sears or 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 twelve (12) 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(e4(d) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(ii) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date of the Separation from Service Executive is a “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 below, then, payment to Executive for the first six (6) months of salary continuation shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months or any portion of the Salary Continuation that is subject to Section 409A, shall instead be paid to Executive in a lump sum payment on the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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 and personal day benefits that accrued prior to the Leave. No vacation or personal days will accrue during the Leave. 4. All Salary Continuation payments (described under this subsection (a)(i)) will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse 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 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(e), Section 5 and Section 10 herein, Executive shall be placed on a severance-related leave of absence (“Leave”) and Sears or the appropriate 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 one (1) 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 Sears or 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 twelve (12) 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(e) below) by the deadline specified therein, Salary Continuation payments shall terminate and forever lapse, and Executive shall be obligated to reimburse Sears for any portion of the Salary Continuation paid during the Salary Continuation Period. 2. Notwithstanding anything in this subsection (a)(ii) to the contrary, if the Salary Continuation payable to Executive in accordance with subsection (a)(i)(1) above during the first six (6) months after Executive’s Separation from Service would exceed the “Section 409A Threshold” (as defined herein) and if as of the date of the Separation from Service Executive is a “specified employee” within the meaning of Internal Revenue Code (“Code”) Section 409A and regulations issued thereunder and as defined in Section 2 below, then, payment to Executive for the first six (6) months of salary continuation shall be made to Executive on each regular salary payroll period until the aggregate amount received equals the Section 409A Threshold, and any portion of the Salary Continuation in excess of such threshold that would otherwise be paid during such first six (6) months shall instead be paid to Executive in a lump sum payment on the date that is six (6) months after the date of Executive’s Separation from Service. The remaining six (6) months of Salary Continuation (if any) shall be paid on each regular salary payroll period. 3. 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. 4. All Salary Continuation payments (described under this subsection (a)(i)) will terminate and forever lapse if Executive is employed by a “Sears Competitor” (as defined in subsection 4(b)(ii) herein) during the Salary Continuation Period, and Executive shall be obligated to reimburse Sears for any portion of the Salary Continuation paid during the Salary Continuation Period.