Exhibit 10.2


 


L BRANDS, INC. 





2015 CASH INCENTIVE COMPENSATION PERFORMANCE
PLAN 


 


L Brands, Inc., a
Delaware corporation (including any successor in name or interest thereto), hereby adopts the L Brands, Inc. 2015 Cash Incentive
Compensation Performance Plan (the “Plan”) for the purpose of enhancing the Company’s ability to attract and
retain highly qualified executive and managerial-level associates and to provide additional financial incentives to such associates
to promote the success of the Company and its subsidiaries. Incentive Compensation payable under the Plan to Section 162(m) Executives
(as defined below) is intended to constitute qualified “performance-based compensation” for purposes of Section 162(m)
of the Code, and the Plan shall be construed consistently with such intention. However, the Company reserves the right to pay discretionary
bonuses, or other types of compensation outside of the Plan, including under the Company’s then effective Stock Option and
Performance Incentive Plan or otherwise.


 


1. Definitions.
As used herein, the following terms shall have the respective meanings indicated:


 


(a) “Board”
shall mean the Board of Directors of the Company.


 


(b) “Cause”
shall have the meaning set forth in the 2011 Stock Option and Performance Incentive Plan, as may be amended from time to time,
and any successor thereto (the “SOPIP”). 


 


(c) “Change
in Control” shall have the meaning set forth in the SOPIP. 


 


(d) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor federal internal revenue law, along
with related rules, regulations, and interpretations.  


 


(e) “Common
Stock” shall mean the common stock, $0.50 par value per share, of the Company. 


 


(f) “Committee”
shall mean the Compensation Committee of the Board or such other committee or subcommittee appointed by the Board to administer
the Plan that in the case of any actions taken with respect to any Incentive Compensation payable to any Section 162(m) Executive
is comprised of not less than two directors of the Company, each of whom shall qualify in all respects as an “outside director”
within the meaning of Section 162(m) of the Code.  


 


(g) “Company”
shall mean, collectively, L Brands and its subsidiaries.  


 


(h) “Good
Reason” shall have the meaning set forth in the SOPIP.  


 


(i) “Incentive
Compensation” shall mean, for each Participant, compensation to be paid in the amount determined by the Committee pursuant
to Section 6 below.


 


(j) “Participant”
means, with respect to any fiscal year, an associate who is eligible to participate in the Plan for such fiscal year in accordance
with Section 3.  


 


(k) “Performance
Goal” shall mean the performance goals established by the Committee pursuant to Section 4 hereof.  


 


(l) “Performance
Period” shall mean each Spring or Fall selling season or the fiscal year of the Company, or any other period of time
(not less than one (1) calendar quarter or more than five (5) years) as will be established by the Committee pursuant to Section
4 of this Plan within which the Performance Goals relating to any award of Incentive Compensation are to be achieved. Any Performance
Period may be subject to earlier lapse or other modification pursuant to Section 11 of this Plan in the event of Termination without
Cause, resignation for Good Reason, Retirement, death or Total Disability of the Participant or a Change in Control.  


 


(m) “Retirement”
shall have the meaning set forth in the SOPIP.  


 


(n) “Section
162(m) Executive” shall mean any individual who the Committee determines, in its discretion, is or may be
a “covered employee” of the Company within the meaning of Section 162(m) of the Code.


 



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(o) “Total
Disability” shall have the meaning set forth in the SOPIP. 


 


2. Administration
of the Plan. The Plan shall be administered by the Committee, which shall have full power and authority to construe,
interpret and administer the Plan and shall have the exclusive right to establish, adjust, pay or decline to pay Incentive
Compensation for each Participant. Such power and authority shall include the right to exercise discretion to reduce by any
amount the Incentive Compensation payable to any Participant; provided, however, that the exercise of such discretion
with respect to any Participant who is a Section 162(m) Executive shall not have the effect of increasing the Incentive
Compensation that is payable to any other Section 162(m) Executive. Decisions of the Committee shall be final, conclusive and
binding on all persons or entities, including the Company, any Participant and any person claiming any benefit or right under
the Plan.  


 


3. Eligibility.
All Section 162(m) Executives shall be Participants in the Plan unless the Committee, in its sole and absolute discretion, designates
that a Section 162(m) Executive shall not be eligible for participation in the Plan for a fiscal year. In addition, all other associates
designated by the Committee or other authorized individuals are eligible to participate in the Plan and shall be Participants.
 


 


4. Awards.
The Committee shall establish Performance Goals with respect to each Performance Period. The Performance Goals for a Performance
Period must be established, in writing, no later than forty-five (45) days after the commencement of any Performance Period based
on the Spring or Fall selling season, and, for any other Performance Period, no later than the lesser of either ninety (90) days
or the number of days equal to 25 percent of the Performance Period after the commencement of the Performance Period.


 


The Performance Goals
established by the Committee shall be based on specified levels of or changes in any one or more of the following criteria, which
may be expressed with respect to the Company or one or more operating units or groups, as the Committee may determine: price of
Common Stock, or the common stock of any affiliate, shareholder return, return on equity, return on investment, return on capital,
sales productivity, comparable store sales growth, economic profit, economic value added, net income, operating income, gross margin,
sales, free cash flow, earnings per share, operating company contribution or market share. Performance Goals for a Performance
Period shall include a minimum performance standard below which no payments of Incentive Compensation will be made, and a maximum
performance standard in which any performance that exceeds this standard will not increase the payment of Incentive Compensation.
These Performance Goals may be based on an analysis of historical performance and growth expectations for the business, financial
results of other comparable businesses, and progress towards achieving the strategic plan for the business, or any other factors
as determined by the Committee. Performance Goals shall be adjusted by the Committee for the following items, but only to the extent
such adjustment would not cause a payment of Incentive Compensation to fail to qualify as performance-based compensation within
the meaning of Section 162(m) of the Code:


 





		(i)	all
                                         items of gain, loss or expense for the Performance Period determined to be extraordinary
                                         or unusual in nature or infrequent in occurrence;



 


		(ii)	all
                                         items related to the disposal of a component of an entity or related to a change in accounting
                                         principles, as such are defined by generally accepted accounting principles and as identified
                                         in the Company’s audited financial statements, notes to such financial statements,
                                         in management’s discussion and analysis or any other filings with the Securities
                                         and Exchange Commission;



 


		(iii)	impact
                                         from changes in accounting policies approved by the Audit Committee of the Board that
                                         were not contemplated in the initial Incentive Compensation targets;



 


		(iv)	all
                                         items of gain, loss or expense for the Performance Period related to an exit activity
                                         as defined under current generally accepted accounting principles;



 


		(v)	all
                                         items of gain, loss or expense for the Performance Period related to discontinued operations
                                         as defined under current generally accepted accounting principles;



 


		(vi)	any
                                         profit or loss attributable to the business operations of any entity acquired or divested
                                         by the Company during the Performance Period;



 








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		(vii)	write-offs,
                                         accelerated depreciation or other operating expenses at the participating subsidiary
                                         level related to the testing of a new brand concept, not included in the original Incentive
                                         Compensation targets;



 


		(viii)	impacts
                                         from unanticipated changes in legal or tax structure or unanticipated changes in jurisdictional
                                         tax rates of a participating subsidiary; and



 


		(ix)	changes
                                         in applicable tax law.



  


Annual
Incentive Compensation targets shall be established for Participants ranging from 0% to 300% of each Participant’s base
salary (provided that the maximum projected adjustment that might be made during the Performance Period in the referenced
amount of base salary of a Section 162(m) Executive is included in the initially established Performance Goal formula, so
that no adjustment in base salary during the Performance Period could result in the loss of the otherwise available exemption
of the Incentive Compensation under Section 162(m) of the Code). In the case of an award of Incentive Compensation to any
Section 162(m) Executive, the terms of the objective formula or standard setting such targets must prevent any discretion
from being exercised by the Committee to later increase the amount payable that would otherwise be due upon attainment of the
targets, but may allow discretion to decrease the amount payable, including discretion that is exercised through the
establishment of additional objective or subjective goals. Participants may earn their target Incentive Compensation if the
business achieves the pre-established Performance Goals. The target Incentive Compensation percentage for each Participant
will be based on the level and functional responsibility of his or her position, size of the business for which the
Participant is responsible, and competitive practices. The amount of Incentive Compensation paid to Participants may range
from zero to triple their targets, based upon the extent to which Performance Goals are achieved or exceeded. Except as
otherwise permitted by Section 162(m) of the Code, the minimum level at which a Participant will earn any Incentive
Compensation, the level at which a Participant will earn the maximum Incentive Compensation of double the target, and the
interpolation guidelines for calculating payments within that range must be established by the Committee, in writing, within
forty-five (45) days after the commencement of any Performance Period based on the Spring or Fall selling season, and, for
any other Performance Period, no later than the lesser of either ninety (90) days or the number of days equal to 25
percent of the Performance Period after the commencement of the Performance Period.


 


5. Committee
Certification. As soon as reasonably practicable after the end of each Performance Period, and prior to the payment of
any Incentive Compensation to a Section 162(m) Executive, the Committee shall certify, in writing, that the Performance Goals for
such Performance Period were satisfied.  


 


6. Payment
of Incentive Compensation. The selection of Participants to whom Incentive Compensation shall actually be paid shall be
conditioned upon each Participant’s continued employment with the Company through the last day of the Performance Period.
The amount of the Incentive Compensation actually paid to a Participant for a Performance Period shall be such amount as determined
by the Committee in its sole discretion, including zero, provided that the maximum aggregate actual payment for all Incentive Compensation
awards payable to any Participant in any fiscal year of the Company shall be $20,000,000. For the purpose of calculating this fiscal
year limit, the Award for any Performance Period of less than one year is deemed to be payable on the last day of the Performance
Period, and the Award for any Performance Period of over one year is deemed to be payable ratably over the Performance Period.
If, after amounts have been earned with respect to Incentive Compensation awards, the payment of such amounts is deferred, any
additional amounts attributable to earnings during the deferral period shall be disregarded for purposes of this limit. Subject
to the last sentence of this Section 6 and to Section 11 below, Incentive Compensation shall be paid in cash at such times and
on such terms as are determined by the Committee in its sole and absolute discretion, but in no event later than sixty (60) days following
the end of the Performance Period to which such Incentive Compensation relates. To the extent provided by the Committee, in its
sole discretion, the annual Incentive Compensation may be paid in the form of shares of Common Stock under the Company’s
then effective Stock Option and Performance Incentive Plan, or may be deferred under the Company’s then effective Supplemental
Retirement Plan, subject to the terms and conditions of such plans.  


 


7. No Right
to Bonus or Continued Employment; Clawback. 


 



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(a) Neither the establishment
of the Plan, the provision for or payment of any amounts hereunder, nor any action of the Company, the Board or the Committee with
respect to the Plan shall be held or construed to confer upon any person (a) any legal right to receive, or any interest in, an
Incentive Compensation or any other benefit under the Plan or (b) any legal right to continue to serve as an officer or associate
of the Company or any affiliate of the Company.


 


(b) If the Committee
determines in good faith either that: (i) if required by applicable law with respect to a Participant or (ii) (x) a Participant
engaged in fraudulent conduct or activities relating to the Company, (y) a Participant has knowledge of such conduct or activities,
or (z) a Participant, based upon the Participant’s position, duties or responsibilities, should have had knowledge of such
conduct or activities, the Committee shall have the power and authority under the Plan to terminate without payment all outstanding
incentive awards under the Plan. If required by applicable law with respect to a Participant or if a Participant described in (ii)
above has been paid Incentive Compensation that is based on or results from such conduct or activities, such Participant shall
promptly reimburse to the Company a sum equal to either an amount required by such law or the amount of such Incentive Compensation
paid in respect of the year in which such conduct or activities occurred, as applicable.


 


8. Withholding. The
Company shall have the right to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
any applicable federal, state, local or foreign withholding tax requirements imposed with respect to the payment of
any Incentive Compensation. The Company shall also have the right to withhold from Incentive Compensation any amounts that
may be required to be withheld from other taxable noncash compensation or taxable reimbursements payable to a Participant
that may themselves have not been subjected to withholding at the time of payment.  


 


9. Nontransferability.
Except as expressly provided by the Committee, the rights and benefits under the Plan are personal to the Participant and shall
not be subject to any voluntary or involuntary alienation, assignment, pledge, transfer or other disposition.  


 


10. Unfunded
Plan. The Company shall have no obligation to reserve or otherwise fund in advance any amounts that are or may in the future
become payable under the Plan. Any funds that the Company, acting in its sole and absolute discretion, determines to reserve for
future payments under the Plan may be commingled with other funds of the Company and need not in any way be segregated from other
assets or funds held by the Company. A Participant’s rights to payment under the Plan shall be limited to those of a general
unsecured creditor of the Company.


 


11. Adoption,
Amendment, Suspension and Termination of the Plan. 


 


(a) Subject to the
approval of the Plan by the Company’s stockholders, the Plan shall be effective for payments made with respect to Performance
Periods that commence during the Company’s 2015 fiscal year and thereafter and shall continue in effect until terminated
as provided below; provided, however, that no payment of Incentive Compensation may be paid to Section 162(m) Executives
prior to approval of the Plan at the Company’s 2015 Annual Meeting of Stockholders. If the Plan is not approved by stockholders
at the Company’s 2015 Annual Meeting of Stockholders, any awards granted under the Plan to Section 162(m) Executives shall
be null and void and of no effect.  


 


(b) Subject to the
limitations set forth in paragraph (c) below, the Board may at any time suspend or terminate the Plan and may amend it from time
to time in such respects as the Board may deem advisable, subject, with respect to any Section 162(m) Executive, to any requirement
for stockholder approval imposed by applicable law, including Section 162(m) of the Code.


 


(c) No amendment,
suspension or termination of the Plan shall, without the consent of the person affected thereby, materially, adversely alter or
impair any rights or obligations under any Incentive Compensation previously awarded under the Plan, except to the extent any such
action is undertaken to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting
or tax rules and regulations.


 


12. Governing
Law. The validity, interpretation and effect of the Plan, and the rights of all persons hereunder, shall be governed by
and determined in accordance with the laws of the State of Ohio, other than the choice of law rules
thereof.


 






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