Exhibit 10.18
SEARS HOLDINGS CORP.
3333 BEVERLY ROAD
HOFFMAN ESTATES, IL 60179
February 14, 2005
Mark Good
[address omitted]
Dear Mark,
This letter will confirm our
offer of employment as EVP/GM, Home Services, located in Hoffman
Estates, Illinois, reporting to Alan Lacy. Your new position and
compensation will be effective as of the date of the close of the
proposed Kmart / Sears merger, subject to approval by the
Compensation Committee of the Sears Holdings Corporation Board of
Directors.
Your Sears Holdings
Corporation Compensation
Your Sears Holdings Corporation compensation
package will consist of the following:
•
Annual base salary of $440,000, with
periodic increases based upon performance. Your next scheduled
salary review will be in early 2006.
•
Participation in the Sears Holdings
Corporation Annual Incentive Plan. Your annual incentive
opportunity at target equals 75% of base salary, or $330,000 on an
annualized basis. The detailed performance goals of your annual
incentive plan will be determined following the close of the
proposed Kmart / Sears merger. The annual incentive for each plan
year will be payable by April 15 of the following year, provided
that you are actively employed at the payment date.
•
Participation in the Sears Holdings
Corporation Long Term Incentive Plan (SHC LTIP). Your target award
for the 2005 through 2007 plan cycle is $2,250,000. This award is
payable at the end of the plan cycle; the actual amount of the
award you receive will depend on Sears Holdings Corporation
Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA). The detailed EBITDA goals will be determined following
the close of the proposed Kmart / Sears merger. Additional details
of the plan are included in the attached plan summary.
•
You will participate in all employee
benefit programs on a basis no less favorable than other executives
at your level, in accordance with the applicable terms of those
programs.
•
You will be asked to sign an
Executive Severance / Non-Compete Agreement and an Executive
Non-Disclosure and Non-Solicitation of Employees Agreement as a
condition of your employment. If you are involun
