Sears Holdings Letter to W. Bruce Johnson Regarding Change in Leadership Role and Compensation
This letter from Sears Holdings to W. Bruce Johnson confirms a change in his leadership role to Executive Vice President—Off-Mall Businesses and Supply Chain, effective February 24, 2011, and outlines adjustments to his compensation package. It specifies the vesting terms for his restricted stock grant in the event of involuntary termination and states that other compensation elements remain unchanged. The offer is subject to approval by the Compensation Committee. Johnson's acceptance is indicated by his signature.
EXHIBIT 10.33
| SEARS HOLDINGS | Louis J. D’Ambrosio Chief Executive Officer and President
Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, IL 60179 |
March 10, 2011
Mr. W. Bruce Johnson
Dear Bruce:
The purpose of this letter is to confirm our offer to make a change to your leadership role and compensation package. Although this letter serves as confirmation of these changes, the offer is subject to the approval of the Compensation Committee of the Sears Holdings Corporation Board of Directors (“Compensation Committee”).
The changes to your compensation package are as follows:
| • | Your title, effective February 24, 2011, is Executive Vice President—Off-Mall Businesses and Supply Chain. For the avoidance of doubt, and as acknowledged in your offer letter of January 28, 2008, you agree that your resumption of this EVP role does not constitute Good Reason under the terms of your February 2006 Executive Severance/Non-Compete Agreement (“ESA”). |
| • | With respect to the 40,000 shares of restricted stock you were granted on April 6, 2010, which grant is scheduled to vest on a graduated basis, with 10,000 shares vesting on each of the first four anniversaries of the grant date, if your employment is involuntarily terminated (other than for Cause, death or Disability, as such capitalized terms are defined in the ESA), as of such termination date you will be deemed to have vested in any portion of your April 6, 2010 restricted stock grant that you were scheduled to vest in during the fifteen (15) months immediately following such termination date. |
These changes will be reflected in a restatement of the Restricted Stock Award Agreement you received with respect to the April 6, 2010 restricted stock grant.
| • | The remaining elements of your compensation and benefits package, as currently in effect, will remain unchanged. |
To accept this offer and the terms provided herein, please sign below and return this letter to me.
Sincerely,
| /s/ Louis J. D’Ambrosio |
| Louis J. D’Ambrosio |
Confirmed and Accepted:
| /s/ W. Bruce Johnson | 3/10/2011 | |||||
| W. Bruce Johnson | Date | |||||
