Sears Holdings Corporation Amended Director Compensation Program (Effective May 4, 2010)
Sears Holdings Corporation has established a compensation program for its non-employee directors, effective May 4, 2010. Under this program, each non-employee director receives an annual cash retainer of $60,000. The chairperson of the Audit Committee receives an additional $10,000 annually. No other additional compensation is provided for Board service. All directors are reimbursed for out-of-pocket expenses related to attending Board and committee meetings.
Exhibit 10.5
SEARS HOLDINGS CORPORATION
Director Compensation Program
Effective as of May 4, 2010
| • | Only non-employee directors will be compensated for serving as directors of the Company |
| • | Each non-employee director will receive an annual cash retainer of $60,000 |
| • | The chairperson of the Audit Committee of the Board of Directors will receive an additional annual cash retainer of $10,000 |
| • | No other director will receive additional compensation for Board service |
| • | All directors will be reimbursed for out-of-pocket expenses incurred to attend meetings of the Board of Directors and committees of the Board of Directors |
