Sears Holdings Corporation Compensation Adjustment Letter Agreement with W. Bruce Johnson
This letter agreement between Sears Holdings Corporation and W. Bruce Johnson outlines changes to Mr. Johnson's compensation, including an annual base salary of $1,000,000 effective April 1, 2010, and a grant of 40,000 restricted shares vesting over four years. It also provides for company-furnished ground transportation between his home and the corporate headquarters, with related taxes as his responsibility. The agreement is subject to approval by the Compensation Committee, and all other compensation terms remain unchanged.
EXHIBIT 10.3
[SEARS HOLDINGS LETTERHEAD]
| Edward S. Lampert | ||
| Chairman | ||
| Sears Holdings Corporation | ||
| 3333 Beverly Road | ||
| Hoffman Estates, IL 60179 |
April 5, 2010
Mr. W. Bruce Johnson
Dear Bruce:
The purpose of this letter is to confirm our offer to make certain changes to your 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:
| • | Annual base salary at a rate of $1,000,000, effective April 1, 2010. |
| • | You will receive a grant of 40,000 shares of restricted stock under the Sears Holdings Corporation 2006 Stock Plan. The grant date will be the later of (a) the date of approval by the Compensation Committee or (b) Tuesday, April 6, 2010. The restricted stock granted will be scheduled to vest on a graduated basis, with 10,000 shares vesting on each of the next four anniversaries after the grant date, in accordance with the award agreement. However, if a new individual is named to serve as Chief Executive Officer prior to the first anniversary of the grant date and your employment is involuntarily terminated after such appointment but prior to the first anniversary of the grant date, the first 10,000 shares will be deemed to be vested as of such termination date. |
| • | Use of Company-furnished ground transportation for travel between your primary residence in the Chicago metropolitan area and the Company’s corporate headquarters in Hoffman Estates, Illinois, the aggregate incremental cost of which shall be imputed income to you and you will be responsible for any related taxes. |
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/ Edward S. Lampert | ||
| Chairman | ||
| Confirmed and Accepted: | ||
| /s/ W. Bruce Johnson | 4/25/10 | |
| W. Bruce Johnson | Date | |
