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Exhibit 10.36
[SEARS HOLDINGS
LETTERHEAD]
February 25, 2008
Mr. Kevin Holt
Dear Kevin,
We are pleased to extend to you a
new employment arrangement with Sears Holdings Corporation (SHC),
as Executive Vice President, Store Operations and President, Store
Operations Business Unit. The start date of this new arrangement
will be February 25, 2008. This letter serves as confirmation of
our offer, but this offer is subject to the approval of the
Compensation Committee of SHC’s Board of
Directors.
The key elements of your
compensation package are as follows:
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An employment term of eighteen
(18) months, as defined in the enclosed Executive Employment and
Severance Agreement, beginning as of February 25, 2008
(“Employment Term”).
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You will be required to sign the
enclosed Executive Employment and Severance Agreement, which as
noted above, defines your Employment Term and also sets out the
terms of your severance prior to the completion of the eighteen
(18) month term. This offer, including the restricted stock grant
referred to below, is conditioned upon you signing this
Agreement.
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Annual base salary at a rate of
$500,000.
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Among your primary
responsibilities during your Employment Term will be transitioning
the Store Operations to our new business model and implementing
succession planning within the Store Operations Business Unit,
including the selection and hiring of a new leader for that
business unit.
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A grant of restricted stock
valued at $2,000,000 under the Sears Holdings 2006 Stock Plan. The
number of restricted shares granted will be determined using the
market closing price of Sears Holdings shares on the grant date.
The grant date will be the first business day of the month
following the later of (a) the date upon which we receive both your
executed Agreement and the approval of the Compensation Committee
or (b) March 3, 2008. The shares would be scheduled to vest in
three equal installments (based upon the number of shares granted)
as follows: (i) one third six (6) months following the grant date,
(ii) one third twelve (12) months following the grant date, and
(iii) the final one third as of eighteen (18) months following the
grant date subject to the hiring of a successor E
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