Exhibit 10.20
[SEARS HOLDINGS
LETTERHEAD]
March ,
2009
Addendum to
Restricted Stock Award Agreement
2007 Executive Long-Term
Incentive Program
[NAME]
[TITLE]
By action of the Compensation
Committee of the Board of Directors (“Committee”) of
Sears Holdings Corporation (“Company”) in accordance
with its authority under the Sears Holdings Corporation 2007
Executive Long-Term Incentive Program (“2007 LTIP”),
the restricted stock award (“Stock Award”) previously
granted to you under the 2007 LTIP on or after March 5, 2007,
and outlined in your “Restricted Stock Award Agreement”
(“Award Agreement”), has been converted from a Stock
Award to a Target Cash Incentive Award, effective March 12,
2009.
This Addendum constitutes an
amendment to your Award Agreement reflecting the terms and
conditions of the conversion of your Stock Award to a Target Cash
Incentive Award (sometimes referred to as your “substituted
Award”). Your Target Cash Incentive Award shall consist of a
number of Units equal to the number of shares of Stock (i.e., Sears
Holdings Corporation common stock) covered by the original Stock
Award to which it corresponds. Each Unit has a value equal as of
any date to the value of a share of Stock on that date. Your Target
Cash Incentive Award constitutes a commitment by the Company to
distribute an amount equal to the number of Units awarded to you
multiplied by the fair market value of a share of Stock at the time
of distribution, subject to satisfaction of all of the terms and
conditions described in the 2007 LTIP and the Award Agreement, as
amended by this Addendum. Payment of your Target Cash Incentive
Award is subject to the same performance goals and criteria,
vesting requirements and other terms and conditions as your
original Stock Award, and if payable will generally be paid at the
same time as your Stock Award would have been distributed. It is
intended that the amount distributed, if any, in connection with a
substituted Award will be identical to the amount, if any, that
would have been distributed under your original Stock Award;
provided that such substituted Award will be satisfied by
distribution in the form of cash, unless the Committee in its
discretion decides to settle such Award in Stock. For all purposes
of the 2007 LTIP, the date of grant of your substituted Award is
deemed to be the date of grant of the original Award to which it
corresponds. It is intended that the performance period and goals,
the limitations on individual Awards, the definition of EBITDA and
all other economic terms and conditions of the Plan and Award
Agreement (except as provided herein) remain identical for
substituted Awards as for the original Stock Awards. As in the case
of your original Stock Award, you must be actively employed on the
initial payment date for any portion of your Award to
vest.
The following describes in greater
detail the terms of your substituted Award.
Vesting Dates
Units will vest based on when the
performance goal of the LTIP is achieved. Your Units will be
forfeited if you leave the Company before the vesting dates,
subject to the exceptions described below.
If Performance Goal is achieved during fiscal
years 2007, 2008, or 2009
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If the fair market value of a
share of Stock, based on the closing share price on the last
business day of fiscal year 2009, is greater than the fair
market value of a share of Stock on your grant date, a portion of
your total Units equal to the grant value of your original Stock
Award, divided by the closing price of a share of Stock on the last
business day of fiscal year 2009, rounded down to the nearest whole
Unit, will vest and be paid within two and one-half months after
fiscal year end 2009 (i.e., the “2009 initial payment
date”); provided that you are actively employed on the 2009
initial payment date. Remaining unvested Units will vest in two
equal installments on the subsequent payment dates following the
2010 and 2011 fiscal years, respectively (i.e., two and one half
months after the close of the
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