Common use of Continuation of Compensation Clause in Contracts

Continuation of Compensation. In the event that (x) Executive’s employment is terminated by any Sears entity by which he is employed (the “Company”) for any reason other than Cause (as defined below), death or Disability (as defined below) or (y) Executive’s employment is terminated by Executive for Good Reason (as defined below), subject to the provisions of Sections 6(e) and (f) and 10 herein, the Company shall pay to Executive his annual base salary as in effect immediately prior to the date of 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”). The amount described in Section 1(a) shall be paid in 12 equal annual installments commencing on the date of termination (the “Salary Continuation Period”) except that no payment will be made to Executive prior to the first date that such payment can be made without imposition of tax under Section 409A of the Internal Revenue Code. In addition to the foregoing, a lump sum payment will be made to Executive within ten (10) days following the date of termination in an amount equal to the sum of any accrued base salary through the date of termination to the extent not theretofore paid and any vacation benefits that accrued prior to the date of termination. No vacation will accrue after the date 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 Section 6(b) herein.

Continuation of Compensation. In the event that (x) Executive’s 's employment is terminated by any each Sears entity by which he she is employed (the “"Company”") for any reason other than Cause (as defined below), death or Disability (as defined below) } or (y) Executive’s 's employment is terminated by Executive for Good Reason (as defined below), subject to the provisions of Sections 6(e) and (f) and 10 herein, the Company shall pay to Executive his annual base salary as in effect immediately prior to the date of termination for a period of one (1) year and Executive’s '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 '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 (as defined below). The amount described in Section 1(a1 (a) shall be paid in 12 equal annual installments on each regular payroll period commencing on the date of termination (the “"Salary Continuation Period”") except provided that no if at the time that the executive terminates employment the executive is a "key employee" or "specified employee" within the meaning of Code Section 409A and regulations issued thereunder, then, if necessary to comply with Section 409A, payment will be made to Executive prior to the first date that such payment can be made without imposition executive shall not commence until six months after the executive's termination of tax under Section 409A of the Internal Revenue Codeemployment. In addition to the foregoing, a lump sum payment will be made to Executive within ten (10) days following the date of termination in an amount equal to the sum of any accrued base salary through the date of termination to the extent not theretofore paid and any vacation benefits that accrued prior to the date of termination. No vacation will accrue after the date 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 Section 6(b) herein.