SEARS HOLDINGS CORPORATION FORM OF CASH AWARD ADDENDUM TO RESTRICTED STOCK AWARD AGREEMENT
EXHIBIT 10.1
SEARS HOLDINGS CORPORATION
FORM OF CASH AWARD ADDENDUM TO
RESTRICTED STOCK AWARD AGREEMENT
September 26, 2012
[Name]
As of September 11, 2012 (the Distribution), Sears Holdings Corporation (the Company) distributed to each shareholders as of September 7, 2012 (the Record Date) one transferable subscription right (Subscription Right) for each full common share owned by that stockholder, to purchase shares of common stock, par value $0.01 per share (SHO Shares), of Sears Hometown and Outlet Stores, Inc. (SHO) at a price of $15.00 per whole share (the Rights Offering). Each Subscription Right entitles its holder to purchase from the Company 0.218091 of a share of SHO common stock.
Pursuant to action taken by the Company under the Sears Holdings Corporation 2006 Stock Plan (the Plan), instead of a distribution of such Subscription Rights with respect to any unvested shares of restricted stock awarded under the Plan as of the Record Date (Unvested Restricted Shares), a cash award (Cash Award) has been approved. Based on the Unvested Restricted Shares awarded to you under the Restricted Stock Award Agreement dated [date], you are hereby awarded the [Cash Award / Cash Awards] indicated below in lieu of any and all rights you would otherwise have had to Subscription Rights with respect to such Unvested Restricted Shares. Any Cash Right is subject to the same vesting requirements and other terms set forth in the Restricted Stock Award Agreement dated [date] applicable to the Unvested Restricted Shares.
Date of Grant | Unvested Restricted Shares | Cash Right | Vesting Date | |||
Month Day, Year | X,XXX | $XX.XX | Month Day, Year |
OR
Date of Grant | Unvested Restricted Shares | Cash Right(s) | Vesting Date | |||||||||
Month Day, Year | X,XXX | $ | XX.XX | Month Day, Year | ||||||||
Month Day, Year | X,XXX | $ | XX.XX | Month Day, Year |
IN WITNESS WHEREOF, the parties have duly executed this Cash Award Addendum to Restricted Stock Award Agreement.
SEARS HOLDINGS CORPORATION |
|
By: Dean Carter |
Title: VP, Talent and Human Capital Services |
GRANTEE |
|
[Name] |
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