**EXHIBIT 10.1**

**SEARS HOLDINGS CORPORATION**

**ANNUAL INCENTIVE PLAN**

**SECTION 1**

**GENERAL**

1.1. **Purpose****.** The Sears Holdings Corporation Annual Incentive Plan (“AIP”) is a performance-basedincentive program. The purpose of the AIP is to reward eligible employees of Sears Holdings Corporation (“Company”) and its participating subsidiaries and affiliates (collectively referred to as “Employers”), for sustainedCompany fiscal performance. The AIP is established under, and constitutes a part of, the Sears Holdings Corporation Umbrella Incentive Program (“UIP”), which UIP was previously approved by shareholders. Both (a) Awards (as defined inSection 9) structured to satisfy the requirements for “performance-based compensation” outlined in regulations issued under Section 162(m) of the Internal Revenue Code (“Code”), and (b) Awards not so structured,may be issued hereunder. The effective date of the AIP is April 27, 2010, which is the date the Compensation Committee (as defined in Section 9) adopted the AIP (“Effective Date”). 

1.2. **Operation, Administration and Definitions.** The operation and administration of the AIP, including the Awards madeunder the AIP with respect to any Performance Period (as defined under subsection 3.3), shall be subject to the provisions of Section 7. Capitalized terms in the AIP shall be defined in the provision in which a term first appears or as setforth in Section 9. 

1.3. **Participating Employers.** Each Employer whose eligible employee’s are coveredby the AIP may be referred to herein as a “Participating Employer”. Participating Employers are listed on Appendix A. 

**SECTION 2**

**PARTICIPATION**

2.1. **Eligible Employee.** Except as provided herein, the term “Eligible Employee” means as to any PerformancePeriod all: (a) salaried employees and (b) “corporate hourly employees”, of any Employer, including the Company, which is a Participating Employer. “Corporate hourly employees” refer to hourly employees employed at aSupport Center (as defined in Section 9). Subject to the terms and conditions of the AIP, the Senior Corporate Compensation Executive (as defined in Section 9) shall determine Eligible Employee status, except as determined by theCompensation Committee, in accordance with subsection 7.1. Eligible Employees are “Participants” in the AIP; provided, however, that an otherwise Eligible Employee shall not be a Participant in the AIP with respect to any portion of aPerformance Period during which he or she is participating under any other annual incentive program that is sponsored by the Company or any subsidiary or affiliate of the Company. 

*******20**********10********************AIP*******

 

2.2. **New Hires; Changes in Status; Promotions and Demotions****.**

(a) New Hires.****The Compensation Committee, the Senior Corporate Compensation Executive, or anauthorized representative of either, as applicable, shall determine whether and when an employee who is a new hire is an Eligible Employee. The terms and conditions of any Award for such an individual shall be (i) based on the Target AnnualIncentive for the new hire’s incentive-eligible position and (ii) subject to a fraction, the numerator of which is the number of full days on active payroll (except as otherwise provided in Section 6.2) during the applicablePerformance Period (as defined in subsection 3.3) that the Eligible Employee was a Participant in the AIP and the denominator of which is the number of full days in such Performance Period. 

(b) Changes in Status.****The Compensation Committee or Senior Corporate Compensation Executive, as applicable,shall determine whether and when an employee who has a change in status becomes or ceases to be an Eligible Employee during the Performance Period. The terms and conditions of any Award for such an individual shall be (i) based on the TargetAnnual Incentive for the incentive-eligible position and (ii) subject to a fraction, the numerator of which is the number of full days on active payroll (except as otherwise provided in Section 6.2) during the applicable Performance Periodthat the Eligible Employee was a Participant in the AIP and the denominator of which is the number of full days in such Performance Period. 

(c) Promotion. If a Participant is promoted, the Award for such an individual shall be based on a pro-ration,whereby the Target Annual Incentive for the new position will apply to the remainder of the applicable Performance Period and the Target Annual Incentive for the immediately preceding incentive-eligible position will apply to the portion of suchPerformance Period immediately preceding the effective date of the promotion, subject to subsection 3.2. Notwithstanding the foregoing, in no event will positive discretion be applied to any Award that has been designated as intended to meet therequirements of Code Section 162(m) (and the regulations issued thereunder) with respect to a Performance Period or as of the payment date (as defined under subsection 5.1). 

(d) Demotions. If a Participant is demoted, the Award for such an individual shall be based on a pro-ration,whereby the Target Annual Incentive for the new incentive-eligible position (if any) will apply only to the remainder of the Performance Period and the Target Annual Incentive for the immediately preceding incentive-eligible position will apply onlyto the portion of the Performance Period immediately preceding the effective date of the demotion, subject to subsection 3.2. 

**SECTION 3**

**ANNUAL INCENTIVE AWARDS**

3.1. **Annual Incentive Awards****.** Except as provided herein, the Senior Corporate Compensation Executive shalldetermine, in its sole discretion, the “Target Annual Incentive” (as defined herein) for each Participant. Notwithstanding the forgoing, the Compensation Committee shall approve the Target Annual Incentives and the Awards for Executives(as defined in Section 9) under its purview. 

(a) A “Target Annual Incentive” shall refer to thepercentage of a Participant’s rate of base pay during a Performance Period, which may be reflected as a percentage of base pay or flat dollar amount. 

 

2 

*******20**********10********************AIP*******

 

(b) The “Target Incentive Award” shall consist of a commitmentby the Company to distribute, at the time specified in, and in accordance with the applicable provisions of, Section 5 below, a dollar amount based on a Participant’s Target Annual Incentive and based on actual performance of the Companyand the Participant, as compared to established performance goals described in Section 4 below. The Target Incentive Award shall be subject to pro-ration (if applicable) and certification of the calculation of the final Award amount by theCompensation Committee or Senior Corporate Compensation Executive, as applicable. 

(c) The “AnnualIncentive Award” shall refer to the final annual portion of a Participant’s Target Incentive Award payable on the payment date (as defined in subsection 5.1 below), if any. 

(d) Any Annual Incentive Award shall be satisfied by a distribution in accordance with Section 5 and subject toSections 6 and 7. 

3.2. **Adjustments based on Status Changes during Performance Period****.** Notwithstandinganything in the AIP to the contrary, with respect to Awards that are not designated as intended to meet the requirements of “performance-based compensation” under Code Section 162(m) (and the regulations issued thereunder) and priorto the settlement of any Award, if the Target Annual Incentive for a new incentive-eligible position (including if due to promotion or demotion) is lower or higher than the Target Annual Incentive for a Participant’s immediately prior position,the Participant’s Target Incentive Award may be adjusted by the Compensation Committee or Senior Corporate Compensation Executive, as applicable, to ensure that the overall target cash compensation (i.e., the sum of base pay and Target AnnualIncentive) for the new position is comparable to the overall target cash compensation for the immediately prior position. 

3.3. **Performance Period****.** The “Performance Period” refers to the applicable Fiscal Year (as defined inSection 9) as determined by the Compensation Committee with respect to which an Award may be granted under the AIP. The amount of an Award, if any, shall be determined following completion of the applicable Performance Period in accordance withthis Section 3 and Section 4. 

3.4. **Pro-ration****.**

(a) The Annual Incentive Award of a Participant who experiences a status change or position change shall be pro-ratedbased on the number of days worked on active payroll in each incentive-eligible position during the applicable Performance Period. 

(b) The Annual Incentive Award of a Participant who experiences a demotion or promotion shall be pro-rated based on theTarget Annual Incentives in effect during the applicable Performance Period, subject to Sections 2.2 and 3.2 above. 

(c) The Annual Incentive Award of a Participant who experiences a disability or death, as described in subsections 6.1(b)and (c) respectively, shall be pro-rated based upon a fraction, the numerator of which is the number of days worked on active payroll in an incentive-eligible position during the applicable Performance Period and the denominator of which is thenumber of days in such Performance Period. 

 

3 

*******20**********10********************AIP*******

 

(d) The Annual Incentive Award of a Participant who experiences anunpaid leave of absence during the applicable Performance Period shall be pro-rated in accordance with subsection 6.2(a). 

3.5. **Reimbursement of Excess Awards****.** If Company’s financial statements or approved performance measures underthe AIP are the subject of a restatement due to error or misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of Excess Awards paid under the AIP to Executives (and any other Participantwho is determined to have known of or been involved in any such misconduct) for the relevant performance period(s). For purposes of the AIP, an “Excess Award” means the positive difference, if any, between (a) the AnnualIncentive Award paid to an Executive and (b) the Annual Incentive Award that would have been paid to the Executive, had the Award been calculated based on the Company’s financial statements or performance measures as restated. TheCompany will not be required to award Participants, including Executives, an additional AIP payment should the restated financial statements or performance measures result in a higher Annual Incentive Award. 

**SECTION 4**

**GOALS AND PERFORMANCE**

4.1. **Company Goals****.** For each Performance Period, the Compensation Committee or Senior Corporate CompensationExecutive, as applicable, shall establish in writing the financial performance goals and any particulars or components (including without limitation Targets or Thresholds) applicable to each business and, with respect to each Participant, his or herAssignment (as defined in Section 9). For Awards structured to satisfy the requirements for performance-based compensation outlined in regulations issued under Code Section 162(m), the applicable financial performance goals and anyparticulars or components shall be approved on or before the latest date possible that will not jeopardize the status of such Awards as “performance-based compensation”. The financial performance goals and any particulars or componentswill be objectively measurable. Except as otherwise approved by the Compensation Committee or Senior Corporate Compensation Executive, as applicable, with respect to a Performance Period, the performance goals shall be based upon one or more of thefollowing: 

(a) EBITDA

(i) EBITDA. “EBITDA” shall refer to earnings before interest, taxes, depreciation and amortization forthe Performance Period computed as operating income appearing on the Company’s statement of operations for the applicable reporting period, other than Sears Canada (referred to as the “Domestic Company”), less depreciation andamortization and gains/(losses) on sales of assets. In addition, it is adjusted to exclude significant litigation or claim judgments or settlements (defined as matters which are $1,000,000 or more) including the costs related thereto; the effect ofpurchase accounting and changes in accounting methods; gains, losses and costs associated with acquisitions, divestitures and store closures; integration costs that are disclosed as merger related; and restructuring activities. If after theEffective Date, the Domestic Company acquires assets or an entity that has associated EBITDA (measured using the same principles as those described in the preceding provisions of this paragraph (i)) in its last full fiscal year prior to theacquisition, of greater than or equal to $100,000,000, any EBITDA associated with such assets or entity (after its acquisition) and during the Performance Period shall be disregarded in determining EBITDA under this paragraph (i). 

 

4 

*******20**********10********************AIP*******

 

(ii) Adjustments to Target EBITDA. The EBITDA incentive targetcontemplates that the Domestic Company remains approximately the same size over the Performance Period. If, after the beginning of a Performance Period, Domestic Company divests itself of assets or an entity that has associated EBITDA (measuredusing the same principles as those described in paragraph (i) above of this subsection 4.1(a)) in its last full fiscal year prior to the divestiture of greater than or equal to $100,000,000, Target EBITDA for the Performance Period will bedecreased by actual EBITDA of such assets or entity for the portion of such assets’ or entity’s last full fiscal year prior to the divestiture corresponding to the portion of the Performance Period (in which the divestiture occurs)remaining after the divestiture occurs. 

(b) Business Operating Profit. “Business OperatingProfit” shall refers to earnings before interest, taxes, and depreciation for each Business Unit (as define under Section 9) as reported on the Company’s domestic internal operating statements, and generally consists of merchandisegross profit, vendor allowances/subsidy included in margin, return-to-vendor mark-outs, allocated zero percent (0%) finance promotion costs, product quality costs, inventory shrink, margin on service revenue, and business-specific expenses such asmarketing, rent, logistics, IT projects, store and payroll and other intra-company expenses. 

(c) StoreVariable Profit Contribution. Store Variable Profit Contribution may be the financial performance goal for Participants who are under a Sears Full-Line Store, Kmart Store or any other retail unit (referred to collectively herein as “RetailUnits”), as determined by the Senior Corporate Compensation Executive. “Store Variable Profit Contribution” shall refer to the “variable profit contribution” balance reported on the system-generated store Profit &Loss Statement and generally consists of store gross margin less expenses categorized as variable at a store level, such as payroll, benefits, advertising, supplies and certain operating costs. This performance goal does not apply to anyExecutive.” 

4.2. **Company Performance****.** For each Performance Period, the Compensation Committee orSenior Corporate Compensation Executive, as applicable, shall establish in writing the financial performance measures and any particulars or components (including without limitation payment percentages, modifier and adjustment provisions) applicableto each business and each Participant. For Awards structured to satisfy the requirements for performance-based compensation outlined in regulations issued under Code Section 162(m), the applicable financial performance measures and anyparticulars or components shall be approved on or before the latest date possible that will not jeopardize the status of such Awards as “performance-based compensation”. The financial performance measures and any particulars or componentswill be objectively measurable and any payment based upon the achievement of a specified percentage or level of performance. Except as otherwise approved by the Compensation Committee or Senior Corporate Compensation Executive, as applicable, withrespect to a Performance Period, the performance measures shall be based upon one or more of the following concepts: 

(a) Achievement of Target. With respect to each Performance Period, the Compensation Committee or Senior CorporateCompensation Executive, as applicable, shall establish a target level of achievement for each performance goal (“Target”). If achieved, payout of Awards to which that performance goal applies shall be at 100%, subject to any applicablemodifiers or adjustments. 

 

5 

*******20**********10********************AIP*******

 

(b) Achievement of Threshold. With respect to each PerformancePeriod, the Compensation Committee or Senior Corporate Compensation Executive, as applicable, shall establish a threshold level of achievement that must be met with respect to performance goal before any portion of an Award is payable. If achieved,payout of Awards to which that performance goal applies shall be at the Threshold percentage, subject to any applicable modifiers or adjustments. 

(c) Achievement Between Threshold and Target. In the event achievement of a performance goal falls betweenThreshold and Target with respect to a Performance Period, the Compensation Committee or Senior Corporate Compensation Executive, as applicable, may establish a formula for determining payout levels between these two points, which payout shall besubject to any applicable modifiers or adjustments. 

(d) Payout Above Target. In the event achievementof a performance goal exceeds the Target with respect to a Performance Period, Compensation Committee or Senior Corporate Compensation Executive, as applicable, may establish a formula for determining payout levels above Target, which payout shallbe subject to any applicable modifiers or adjustments. Compensation Committee or Senior Corporate Compensation Executive, as applicable, also may provide for a maximum or no maximum. 

4.3. **Participant and Team Performance****.**

(a) Individual Modifier. Except as otherwise approved by the Compensation Committee or Senior CorporateCompensation Executive, as applicable, with respect to a Performance Period or as provided in subsection (a)(ii) herein, the Compensation Committee or Senior Corporate Compensation Executive, as applicable, shall have the discretion to apply anindividual performance modifier to a Participant’s Annual Incentive Award, which enables the Award to be modified, positively or negatively, based on individual Participant or team performance, subject to the following: 

(i) An individual modifier may be applied to modify a Participant’s Annual Incentive Award as follows: 

 

**Performance**
  **Annual Rating**  **Modifier**
Exceeds Expectation
  5  + 0% to 25%
Above Average
  4  + 0% to 15%
Average
  3  No adjustment
Below Average
  2  - 25%
Poor Performance
  1  - 100%
 

6 

*******20**********10********************AIP*******

 

(ii) The individual modifier shall not apply to the portion of an Awardattributable to any portion of the Performance Period during which a Participant is an Executive (as defined in Section 9), and in no event will positive discretion be applied to any Award for a Participant who is a “covered employee”within the meaning of Code Section 162(m) (and the regulations issued thereunder) with respect to the Performance Period or as of the payment date (as defined under subsection 5.1). 

(b) Location Balanced Scorecard. Except as otherwise approved by the Compensation Committee or Senior CorporateCompensation Executive, as applicable, with respect to a Performance Period, the Senior Corporate Compensation Executive shall apply the results of the Location Balanced Scorecard to qualify or modify the Annual Incentive Award of Participants undera Sears Full-Line Store or Kmart Store, provided such units have met its applicable Threshold Store Variable Profit Contribution. The Location Balanced Scorecard results will apply to qualify or modify these Participants’ Annual Incentive Awardas determined by the Compensation Committee or Senior Corporate Compensation Executive, as applicable, with respect to a Performance Period. 

(i) “Location Balanced Scorecard” refers to an internal rating scorecard which measures elements that a SearsFull-Line Store or Kmart Store team can control and for which the team can be held accountable, including getting stores to standard, executing core processes, customer relations, associate relations and managing expenses. 

(ii) The Senior Corporate Compensation Executive shall have the discretion to apply an individual performance modifierdescribed in subsection 4.3(a) above to the Annual Incentive Award of Participants under a Sears Full-Line Store or Kmart Store, which enables the Award to be modified, positively or negatively, based on individual Participant performance.

(iii) Notwithstanding the forgoing, the Award payable to any Participant under a Retail Unit shall be subjectto the applicable maximum payout percentage, if any, as determined by the Senior Corporate Compensation Executive. 

4.4.**Other Financial Performance Metrics****.** In addition to the financial performance goals and measures and other particulars and components that are described above in this Section 4, other financial goals and measures may beestablished for certain Business Unit as well as to measure the contribution or profit of businesses other than Business Units as defined in Section 9. The applicability of any other performance measure referred to in this Section 4.4 to aParticipant will depend on his or her Business Unit, business and/or Assignment as approved by the Compensation Committee or Senior Corporate Compensation Executive, as applicable, with respect to a Performance Period. 

4.5. **Additional Requirements****.** All Annual Incentive Awards awarded under the AIP are subject to the provisions ofSections 5, 6 and 7. 

 

7 

*******20**********10********************AIP*******

 

**SECTION 5**

**DISTRIBUTION**

5.1. **Time of Payment****.** Subject to Sections 6 and 7, the Annual Incentive Awards that are payableunder the AIP with respect to a Performance Period, based on the Awards and payout formulas described at Sections 3 and 4, shall be distributed immediately after the Compensation Committee has certified the attainment of the performance goals andthe Compensation Committee or Senior Corporate Compensation Executive, as appropriate, has determined the amount to be paid to each Participant, which shall in no event be later than the date that is two and one-half(2 1/2) months after the last day of theapplicable Fiscal Year. Notwithstanding anything herein to the contrary, such distributions shall be made no later than required by Code Section 409A to avoid treatment of the AIP as a deferred compensation plan under Code Section 409A.The date as of which payment is made in accordance with this subsection 5.1 is referred to herein as the “payment date.” 

5.2. **Form of Payment****.** An Annual Incentive Award shall generally be satisfied by a single, lump sum cash payment tothe Participant, provided, however, that, at the discretion of the Committee, the Company may elect, by such deadline as specified under uniform and nondiscriminatory rules established by the Committee, to satisfy such Annual Incentive Award bypayment of shares of Company common stock (“Stock”) in lieu of cash, or a combination of cash and shares of Stock. The number of shares of Stock shall be equal to (a) the amount of the Award to be paid in stock in accordance with thissubsection 5.2, divided by (b) the Fair Market Value of a share of Stock, on the principal securities exchange or market on which the shares are then listed or admitted, on the business day immediately preceding the date of distribution or, ifthe Stock is not traded on that date, on the next preceding date on which Stock was traded; provided that issuance of any shares of Stock in accordance with this subsection 5.2 shall be contingent on the availability of shares of Stock under anyshareholder-approved plan of the Company providing for the issuance of Stock in satisfaction of the Awards hereunder (which in no event shall be an employee stock purchase plan). 

5.3. **Termination of Employment and Other Provisions****.** All distributions are subject to the provisions of Sections 6and 7, below. 

**SECTION 6**

**TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE; REINSTATEMENT**

Any Award payable under this Section 6 shall be payable in accordance with Section 5. 

6.1. **Termination of Employment****.** If a Participant incurs a termination of employment before the payment date (asdefined in Section 5.1 above) for a Performance Period, the effect of termination of employment on a Participant’s right to receive an Award under the AIP shall depend on the reason for the termination, as described in this subsection 6.1.

(a) Voluntary Termination or Involuntary Termination. In the event that prior to the payment date of anAward, a Participant (i) voluntarily terminates employment (for any reason other than due to permanent and total disability (as defined in subsection (b) immediately below)) or (ii) is involuntarily terminated for any reason (otherthan death) prior to the payment date of an Award, such Participant shall forfeit his or her Award, except as prohibited by law. For the avoidance of doubt, if a Participant retires prior to the payment date of an Award, such Participant shallforfeit his or her Award. 

 

8 

*******20**********10********************AIP*******

 

(b) Disability.****In the event that prior to the paymentdate of an Award, a Participant suffers a permanent and total disability (as defined in the Company’s long-term disability program, regardless of whether the Participant is covered by such program) while employed by the Company or an Employerresulting in termination or retirement, subject to Section 7 below, such Participant shall be entitled to a distribution of the Award that would otherwise be payable to the Participant under Sections 3 and 4 above, pro-rated based upon afraction, the numerator of which is the number of full days worked on active payroll in an incentive-eligible position during the applicable Performance Period and the denominator of which is the number of days in such Performance Period (or thenumber of days remaining in such Performance Period after the individual is assigned to an incentive-eligible position). 

(c) Death. In the event that a Participant dies while employed by a Participating Employer but prior to the paymentdate of his or her Award, the estate of such Participant shall be entitled to a distribution of the Award, if any, payable in cash that would otherwise be payable to the Participant under Sections 3 and 4 above, pro-rated based upon a fraction, thenumerator of which is the number of full days worked on active payroll in an incentive-eligible position during the applicable Performance Period and the denominator of which is the number of full days in such Performance Period (or the number ofdays remaining in such Performance Period after the individual is assigned to an incentive-eligible position). 

6.2.**Leave of Absence****.******

(a) General. In the event that a Participant is on anunpaid leave of absence any time during the Performance Period or at the time of the payment date, subject to paragraphs (b) and (c) immediately below and Section 7, such Participant shall be entitled to a distribution of the Awardthat would otherwise be payable to the Participant under Sections 3 and 4 above, pro-rated based upon a fraction, the numerator of which is the number of full days worked on active payroll in an incentive-eligible position during the applicablePerformance Period and the denominator of which is the number of days in such Performance Period. 

(b)Short-Term Disability. In the event that a Participant is on a leave of absence due to short-term disability (including, for purposes of the AIP, paid maternity leave) any time during the Performance Period, subject to paragraphs(c) below and Section 7), the period of the leave of absence shall be treated as time on active payroll and will be credited toward the determination of the Participant’s Award and the Participant shall be entitled to payment of theAward in accordance with Section 5, even if the Participant is on the short-term disability leave of absence as of the payment date. 

(c) Salary Continuation. In the event that a Participant is receiving salary continuation under a severance ornon-compete agreement or a Company-sponsored transition pay or severance pay plan as of the payment date, such Participant shall forfeit his or her Award. 

 

9 

*******20**********10********************AIP*******

 

6.3. **Reinstatement****.** If a Participant who forfeited his or her Awardwith respect to a Performance Period as a result of a termination of employment is reinstated or rehired during the Performance Period, any Award attributable to the portion of such Performance Period prior to the termination of employment shallremain forfeited. Notwithstanding the foregoing, such a Participant shall be eligible for an Award based on a fraction, the numerator of which is the number of days worked on active payroll in an incentive-eligible position on or after the date ofreinstatement or rehire during the Performance Period and the denominator of which is the number of days in such Performance Period. 

**SECTION 7**

**OPERATION AND ADMINISTRATION**

7.1. **Compensation Committee and Senior Corporate Compensation Executive****.**

(a) Compensation Committee. Notwithstanding paragraph (b) immediately below, the CompensationCommittee**:**

(i) Shall approve the Target Annual Incentives and the Awards for Executives under itspurview; 

(ii) Notwithstanding paragraph (b) below, with respect to Executives under its purview, shallhave the authority and discretion to establish the terms, conditions, restrictions, and other provisions of such Awards, including without limitation the financial performance goals and the performance measures for each such Executive’sAssignment in accordance with Section 4, and to amend, cancel, or suspend Awards (in accordance with Section 8), subject to the requirements of Code Section 162(m), if applicable; 

(iii) May make additional changes to the AIP that it deems appropriate for the effective administration of the AIP;provided however, that these changes may not increase the benefits to which Participants may become entitled under the AIP nor change the pre-established measures or goals that have been approved, except as explicitly provided in the AIP; and

(iv) Shall be responsible for all other duties and responsibilities allocated to the Compensation Committeeunder the terms and conditions of the AIP. 

(b) Senior Corporate Compensation Executive. Except asprovided in paragraph (a) immediately above, the Senior Corporate Compensation Executive: 

(i) ShallDetermine the Target Annual Incentive for Participant other than Executives under the purview of the Compensation Committee; 

(ii) Shall have the authority to control and manage the operation and administration of the AIP; 

(iii) Shall be responsible for the day-to-day administration of the AIP, including without limitation the exceptionprocess described in Section 7.2 below; 

 

10 

*******20**********10********************AIP*******

 

(iv) With respect to Participants other than respect to Executives underits purview of the Compensation Committee and subject to the other provisions of the AIP, shall have the authority and discretion to determine the time or times of receipt of Awards, to establish the terms, conditions, restrictions, and otherprovisions of such Awards, and to amend, cancel, or suspend Awards (in accordance with Section 8), subject to the requirements of Code Section 162(m), if applicable; and 

(v) Shall be responsible for all other duties and responsibilities allocated to the Senior Corporate CompensationExecutive under the terms and conditions of the AIP. 

(c) Any determinations by the Compensation Committee orSenior Corporate Compensation Executive, as applicable, regarding this AIP are binding on all Participants. 

(d) the Compensation Committee and the Senior Corporate Compensation Executive, as appropriate, shall have the authorityand discretion to interpret the AIP, to establish, amend, and rescind any rules and regulations relating to the AIP and to make all other determinations that may be necessary or advisable for the administration of the AIP. 

7.2. **Incentive Exceptions****.** The Senior Corporate Compensation Executive shall have the authority to receive andconsider requests by Business Units of the Participating Employers for an exception to an established performance measures due to circumstances outside of the business unit’s control. The Senior Corporate Compensation Executive may establish aprocedure for reviewing and approving or rejecting an exception. Any exception determination shall be binding. In no event will positive discretion be applied, by the Compensation Committee or Senior Corporate Compensation Executive, to any Awardthat has been designated as intended to meet the requirements of Code Section 162(m) (and the regulations issued thereunder) with respect to the Performance Period or as of the payment date (as defined under subsection 5.1). 

7.3. **Discretion****.** Notwithstanding Section 7.2 or anything in the AIP to the contrary, with respect to Awardsthat are not designated as intended to meet the requirements of “performance-based compensation” under Code Section 162(m) (and the regulations issued thereunder) and prior to the settlement of any Award, the Compensation Committee orSenior Corporate Compensation Executive, as applicable, may change the pre-established measures and goals that have been approved for such Award and increase or reduce the amount of such Award. 

7.4. **Tax Withholding****.** All distributions under the AIP are subject to withholding of all applicable taxes. In thecase of Awards under the AIP that are settled in shares of Stock, if any, the Compensation Committee or Senior Corporate Compensation Executive, as applicable, may condition the delivery of any shares or other benefits under the AIP on satisfactionof the applicable withholding obligations. To the extent permitted by the Compensation Committee or Senior Corporate Compensation Executive, as applicable, such withholding obligations may be satisfied: (a) through cash payment by theParticipant; (b) through the surrender of shares of Stock which the Participant already owns (provided, however, that to the extent shares described in this paragraph (b) are used to satisfy more than the minimum statutory withholdingobligation, 

 

11 

*******20**********10********************AIP*******

 

as described below, then, except as otherwise provided by the Compensation Committee or Senior Corporate Compensation Executive, as applicable, payments made with shares of Stock in accordancewith this paragraph (b) shall be limited to shares held by the Participant for not less than six months prior to the payment date (or such other period of time as the Company’s accountants may require)); or (c) through the surrenderof shares of Stock to which the Participant is otherwise entitled under the AIP, provided, however, that such shares under this paragraph (c) may be used to satisfy not more than the Company’s minimum statutory withholding obligation(based on minimum statutory withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). 

7.5. **Source of Awards****.** In the case of Awards under the AIP that are settled in shares of Stock, such shares shall bedistributed under a stock plan adopted by the Company and approved by the shareholders thereof that provides for the issuance of Stock in satisfaction of Awards hereunder, (which in no event shall be an employee stock purchase plan.) In the event ofany conflict between this document and such stock plan, the provisions of the stock plan shall govern. 

7.6. **Settlementof Awards****.** The obligation to make payments and distributions with respect to Awards may be satisfied through cash payments, the delivery of shares of Stock, or a combination thereof, as provided under subsection 5.2, subject, in thecase of settlement in shares, to the terms of the stock plan under which the Stock is issued. Satisfaction of any such obligations under an Award, which is sometimes referred to as the “settlement” of the Award, may be subject to suchconditions, restrictions and contingencies as the Compensation Committee or Senior Corporate Compensation Executive, as appropriate, shall determine. Each Employer shall be liable for payment of an Award due under the AIP with respect to anyParticipant to the extent that such benefits are attributable to the services rendered for that Employer by the Participant. Any disputes relating to liability of an Employer for payment of an Award shall be resolved by the Compensation Committee orSenior Corporate Compensation Executive, as appropriate. 

7.7. **Transferability****.** Except as otherwiseprovided by the Senior Corporate Compensation Executive, Awards under the AIP are not transferable except as designated by the Participant by will or by the laws of descent and distribution. 

7.8. **Form and Time of Elections****.******Unless otherwise specified herein, any election required or permitted to bemade by any Participant or other person entitled to benefits under the AIP, and any permitted modification, or revocation thereof, shall be in writing filed with the Senior Corporate Compensation Executive at such times, in such form, and subject tosuch restrictions and limitations, not inconsistent with the terms of the AIP, as the Senior Corporate Compensation Executive shall require. 

7.9. **Action by Company or Employer****.** Any action required or permitted to be taken under the AIP by the Company or anyother Employer shall be by resolution of its board of directors, or by action of one or more members of the board of directors of such company (including a committee of the board) who are duly authorized to act for such board with respect to theapplicable action, or (except to the extent prohibited by applicable law or applicable rules of any securities exchange or similar entity) by a duly authorized officer of such company. 

 

12 

*******20**********10********************AIP*******

 

7.10. **Gender and Number****.** Where the context admits, words in anygender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular. 

7.11. **Limitation of Implied Rights****.**

(a) Neither a Participant nor any other person shall, by reason of participation in the AIP, acquire any right in or titleto any assets, funds or property of the Company or any Employer whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Employer, in its sole discretion, may set aside in anticipation of aliability under the AIP. A Participant shall have only a contractual right to the cash, if any, payable under the AIP, unsecured by any assets of the Company or any Employer, and nothing contained in the AIP shall constitute a guarantee that theassets of the Company or any Employer shall be sufficient to pay any benefits to any person. 

(b) The AIP doesnot constitute a contract of employment, and status as a Participant shall not give any Eligible Employee the right to be retained in the employ of the Company or any Employer, nor any right or claim to any benefit under the AIP, unless such rightor claim has specifically accrued and vested under the terms of the AIP. 

7.12. **Evidence****.** Evidencerequired of anyone under the AIP may be by certificate, affidavit, document or other information, which the person charged with acting on such evidence considers pertinent and reliable, and which has been signed, made or presented by the properparty or parties. 

7.13. **Information to be Furnished****.** The Company and the Participating Employers shallfurnish the Compensation Committee and the Senior Corporate Compensation Executive with such data and information as it determines may be required for it to discharge its duties. The records of the Company and the Participating Employers as to anemployee’s or Participant’s employment, termination of employment, leave of absence, reemployment, and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefitsunder the AIP must furnish the Compensation Committee or Senior Corporate Compensation Executive, as appropriate, such evidence, data or information as the Compensation Committee or Senior Corporate Compensation Executive considers desirable tocarry out the terms of the AIP, subject to any applicable privacy laws. 

**SECTION 8**

**AMENDMENT AND TERMINATION**

The Company may amend or terminate the AIP at any time and for any reason in its sole discretion. Notwithstanding the foregoing, noamendment may be made, without the consent of the shareholders of the Company, that would cause any Awards intended to meet the requirements of “performance-based compensation” under Code 162(m) and the regulations thereunder, to cease tobe deductible under Code Section 162(m). Further, notwithstanding anything herein to the contrary, (a) no amendment shall be made that would cause the AIP not to comply with the requirements of Code Section 409A or any otherapplicable law or rule of any applicable securities exchange or similar entity, and (b) the AIP and any Award thereunder may be amended without Participant consent to the extent that the Compensation Committee (or its authorized representative)determines such amendment necessary to cause the AIP or Award to comply with the requirements of Code Section 409A or any other applicable law or rule of any applicable securities exchange or similar entity. 

 

13 

*******20**********10********************AIP*******

 

**SECTION 9**

**DEFINED TERMS**

9.1. In addition to the other definitions contained herein, the following definitions shall apply: 

(a) Assignment. The term “Assignment” refers to the performance goals and measure(s) (under subsections4.1 and 4.2) that have been assigned by the Compensation Committee or Senior Corporate Compensation Executive, as appropriate, to a Participant, based upon position, location and/or business unit. Assignment also includes the weight of eachperformance measure assigned to the Participant. 

(b) Award. The term “Award” or“Awards” refers to any Annual Incentive Award(s) awarded under the AIP. 

(c) Business Unit.The capitalized term “Business Unit” shall refer, individually, to each Operating Business Unit, the Brands Business Unit or the Online Business Unit; or collectively to all of these Business Units; provided, however, that Business Unitshall not refer to the Support Business Units. 

(d) Compensation Committee. The term “CompensationCommittee” refers to the Compensation Committee of the Board of Directors of Sears Holdings Corporation. 

(e) Code. The term “Code” means the Internal Revenue Code of 1986, as amended from time to time (and theregulations issued thereunder). A reference to any provision of the Code shall include reference to any successor provision of the Code (and the regulations issued thereunder). 

(f) Executive. The term “Executive” refers to any employee of an Employer who holds a position of seniorvice president or higher of Sears Holdings Corporation (not of any subsidiary or affiliate) or any employee who is an executive officer under Section 16(b) of the Securities and Exchange Act of 1934 with respect to Sears Holdings Corporation.

(g) Fair Market Value. The term “Fair Market Value” shall mean the reported closing price ofa share of Stock on the principal securities exchange or market on which the Stock is then listed or admitted to trading. 

(h) Fiscal Year. The capitalized term “Fiscal Year” refers to the fiscal year of the Company. 

(i) Retail Units. The term “Retail Units” refer collectively to each Sears Full-Line Store, Kmart Storeand all other retail units that are not a Business Unit or Support Business Unit as defined herein. 

 

14 

*******20**********10********************AIP*******

 

(j) Senior Corporate Compensation Executive. The term“Senior Corporate Compensation Executive” refers to the Senior Vice President and President, Talent and Human Capital Services (or equivalent), or if he or she has explicitly delegated his or her duties with respect to the AIP, as providedherein, then the Senior Corporate Compensation Executive shall refer to such authorized representative to whom the duties of administering the AIP have been delegated. 

(k) Support Center. For purposes of determining which corporate hourly employees are Eligible Employees under theAIP, the term “Support Center” refers to business units at the following corporate locations: (i) Hoffman Estates, Illinois, (ii) Troy, Michigan, (iii) Dodgeville, Wisconsin, (iv) Tucker, Georgia, (v) Dallas,Texas, (vi) New York Design Center facilities in New York City, (vii) SHIP in Longwood, Florida, (viii) SRAC in Wilmington, Delaware and (ix) San Francisco Apparel Office in San Francisco, which cannot be tied specifically to anyone Business Unit. Employees on a Support Center overhead account may, however, be further categorized as determined by the Compensation Committee or Senior Corporate Compensation Executive, as applicable, under a Business Unit or other businessesinstead of under a Support Business Unit (as defined immediately below), if they can be tied specifically to such unit. 

(l) Support Business Unit. The term “Support Business Unit” shall refer to business units tied to aSupport Center that service multiple business units and cannot be tied specifically to any one Business Unit or Retail Unit, as determined by the Company. 

**SECTION 10**

**EXPIRATION OF AIP**

The payment obligation under the AIP with respect to a specific Performance Period shall expire, subject to earlier termination pursuantto Section 8, on the date on which all Annual Incentive Awards (if any) are paid in full or would have been payable in accordance with the provisions of the AIP with respect to such Performance Period. 

*                    *                    * 

IN WITNESSWHEREOF**,**the Compensation Committee of the Board of Directors of Sears Holdings Corporation has caused this AIP to be executed effective as of the date first stated above, by the undersigned officer of Sears Holdings Corporation on this 29thday of April, 2010. 

 
**SEARS HOLDINGS CORPORATION**By: 
/s/ J. David Works
 J. David WorksTitle: 
Senior Vice President and

President, Talent and Human

Capital Services

 

15 

*******20**********10********************AIP*******

 

**SEARS HOLDINGS CORPORATION**

**ANNUAL INCENTIVE PLAN**

**APPENDIX A**

**Participating Employers**

(As of April 27, 2010) 

 
1.Sears Holdings Corporation 
 
2.Sears Holdings Management Corporation 
 
3.Sears, Roebuck and Company 
 
 • 
Excluding Orchard Supply Hardware Stores Corporation 

 
4.Kmart Holding Corporation