Another example:
[SEARS HOLDINGS LETTERHEAD]
August 15, 2011
Mr. Robert A. Schriesheim
[Address Omitted]
Dear Rob,
We are pleased to extend to you our offer to join Sears Holdings Corporation (“SHC”) as Executive Vice President, reporting to SHC’s Chief Executive Officer and President, Louis D’Ambrosio. Your start date will be August 16, 2011. Effective on or about August 22, 2011, you will assume the title and responsibilities of Chief Financial Officer, in which capacity you also will report to Mr. D’Ambrosio. This letter serves as confirmation of our offer subject to the contingencies listed below. Please note that this offer has been approved by the Compensation Committee of SHC’s Board of Directors (“Compensation Committee”). This offer is contingent upon you signing the attached Executive Severance Agreement (the “Agreement”).
The key elements of your compensation package are as follows:
•
Annual base salary at a rate of $800,000, to be reviewed annually.
•
Participation in the Sears Holdings Corporation Annual Incentive Plan (“AIP”) with an annual incentive opportunity of 150% of your base salary. Your target incentive under the 2011 AIP will be prorated from your start date through January 28, 2012, the last day of SHC’s 2011 fiscal year (“2011 Incentive Opportunity”). Notwithstanding the forgoing, for SHC’s 2011 fiscal year, you will be eligible to receive an incentive payment equal to the greater of (a) the actual incentive earned and payable to you under the 2011 AIP or (b) 100% of your 2011 Incentive Opportunity (referred to above) (“Special Incentive Award”). The Special Incentive Award will be reduced by any amount payable to you under the 2011 AIP. Any incentive payable with respect to a fiscal year (including the Special Incentive Award) will be paid April 15th of the following fiscal year, provided that you are actively employed at the payment date or are terminated by SHC for reasons other than Cause (as defined in the Agreement) after the last day of the 2011 fiscal year and prior to the payment date. Further details regarding our 2011 AIP target award will be provided to you following your start date.
•
You will be eligible to receive a special cash retention bonus equal to the greater of (a) the actual incentive earned and payable to you under the 2012 AIP or (b) 50% of your target incentive opportunity under the 2012 AIP (“Retention Award”), following SHC’s 2012 fiscal year, subject to the following terms. The Retention Award will be reduced by any amount payable to you under the 2012 AIP and will be paid April 15, 2013, provided that you are actively employed at the payment date.
•
You will receive a one-time cash sign-on bonus of $350,000 (gross). This sign-on bonus will be payable within thirty (30) days following your start date. In the event you voluntarily terminate your employment with SHC (other than for Good Reason) or are terminated by SHC for Cause within twenty four (24) months of your start date, you will be required to repay this amount to SHC within thirty (30) days of your last day worked.
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Subject to approval of the Compensation Committee, you will receive the following grants of restricted stock under the Sears Holdings Corporation 2006 Stock Plan:
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An initial grant of restricted stock valued at $4,000,000. The number of restricted shares granted will be determined using the market closing price of SHC shares on the grant date. The grant date will be Monday, August 22, 2011, provided we have received your executed Agreement. The restricted shares granted will be scheduled to vest on a graded basis, with one-third (1/3rd) of the shares granted vesting on each of the next three (3) anniversaries of the grant date.