EXECUTIVE SEVERANCE/NON-COMPETE AGREEMENT

Exhibit 10.5

EXECUTIVE SEVERANCE/NON-COMPETE AGREEMENT

     In this Executive Severance/Non-Compete Agreement dated as of                      , 2005 (the “ Agreement ”), Sears Holdings Corporation and its controlled affiliates and subsidiaries (“ Sears ”), and                                          (“ Executive ”), intending to be legally bound and for good and valuable consideration, agree as follows:

     1.  Severance Benefits .

          (a) Continuation of Compensation . In the event that (x) Executive’s employment is terminated by each Sears entity by which she is employed (the “Company”) for any reason other than Cause (as defined below), death or Disability (as defined below) or (y) Executive’s employment is terminated by Executive for Good Reason (as defined below), subject to the provisions of Sections 6(e) and (f) and 10 herein, the Company shall pay to Executive his annual base salary as in effect immediately prior to the date of termination for a period of one (1) year and Executive’s target bonus for the year in which the date of termination has occurred or, if no target bonus has been set for the year in which the date of termination has occurred, Executive’s target bonus for the year immediately preceding the year in which the date of termination has occurred (the “Target Bonus”); provided that, in any event, Sears’ obligations under this clause 1 shall be reduced on a dollar-for-dollar basis (but not below zero) to the extent that Executive earns fees, salary or wages from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period (as defined below). The amount described in Section 1(a) shall be paid on each regular payroll period following the date of termination (the “ Salary Continuation Period ”) provided that if at the time that the executive terminates employment the executive is a “key employee” or “specified employee” within the meaning of Code Section 409A and regulations issued thereunder, then, if necessary to comply with Section 409A, payment to the executive shall not commence until six months after the executive’s termination of employment. In addition to the foregoing, a lump sum payment will be made to Executive within ten (10) days following the date of termination in an amount equal to the sum of any accrued base salary through the date of termination to the extent not theretofore paid and any vacation benefits that accrued prior to the date of termination. No vacation will accrue after the date active employment ends. All salary continuation payments and benefits will terminate and forever lapse if Executive is employed by a “ Sears Competitor ” as defined in Section 6(b) herein.

          (b) Continuation of Benefits . During the Salary Continuation Period, Executive will be entitled to all benefits (other than as specified above) for which Executive was eligible to participate prior to the end of active employment, with the exception of Long-Term Disability and Flexible Spending Accounts. Executive and eligible dependents shall be entitled to continue to participate in the Company’s medical and dental plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The cost of such COBRA coverage for Executive and his dependents will be subsidized by the Company, so that Executive will be paying the same premium for medical and dental plan coverage during the Salary Continuation Period as an active employee. However, in the event Executive becomes employed by another employer and is covered by such employer’s health benefits plan or

program, the medical and dental benefits provided by the Company hereunder shall be secondary to such employer’s health benefits plan or program in accordance with the terms of the Company’s health benefit plans.

          (c) Long-Term Performance Program . The Long Term Performance Incentive Program grant for any multi-year performance period will be treated at termination of active employment in accordance with the provisions of its respective program document or grant letter.

          (d) Outplacement . From the date of termination pursuant to the first sentence of Section 1(a), Executive will be immediately eligible for outplacement services at the Company’s expense. The Company and Executive will mutually agree on which outplacement firm, among current vendors used by the Company, will provide these services. Such services will be provided for up to one (1) year from the beginning of the Salary Continuation Period or until employment is obtained, whichever occurs first.

     2.  Definitions . For purposes of this Agreement, the following terms shall have the definitions as set forth below:

          (a) “ Cause ” shall mean (1) a material breach by Executive (other than a breach resulting from Executive’s incapacity due to a mental or physical disability) of Executive’s duties and responsibilities which breach is demonstrably willful and deliberate on Executive’s part, is committed in bad faith or without reasonable belief that such breach is in the best interests of Sears and is not remedied in a reasonable period of time after receipt of written notice from Sears specifying such breach, (2) the commission by Executive of a felony involving moral turpitude, or (3) dishonesty or willful misconduct in connection with Executive’s employment; and

          (b) “ Disability ” shall mean disability as defined under the long-term disability plan of Sears applicable to Executive.

          (c) “ Good Reason ” shall mean, without Executive’s written consent, (i) a reduction of more than 10% in the sum of Executive’s annual base salary and target bonus from those in effect as of the date of this Agreement, (ii) a change in reporting relationship such that Executive reports to anyone other than the Chief Executive Officer, the Chairman of the Board, the Board of directors, (iii) a reduction in title or a material diminution in duties, (iv) Executive’s mandatory relocation to an office more than 50 miles from the primary location at which Executive is required to perform Executive’s duties immediately prior to the date of this Agreement or (v) failure of a successor company to assume or fulfill the obligations under this Agreement.

     3.  Non-Disparagement . Executive will not take any actions detrimental to the interests of Sears, nor make derogatory statements, either written or oral to any third party, or otherwise publicly disparage Sears, its products, services, or present or former employees, officers or directors, and will not authorize others to make derogatory or disparaging statements on Executive’s behalf.

     4.  Intellectual Property Rights . Executive acknowledges that Executive’s development, work or research on any and all inventions or expressions of ideas, patentable or not, hereafter made or conceived solely or jointly within the scope of employment at Sears, provided such invention or expression of an idea relates to the business of Sears, or relates to Sears actual or demonstrably anticipated research or development, or results from any work performed by Executive for or on behalf of Sears, are hereby assigned to Sears, including Executive’s entire rights, title and interest. Executive will promptly disclose such invention or expression of an idea to Executive’s management and will, upon request, promptly execute a specific written assignment of title to Sears. If Executive currently holds any inventions or expressions of an idea, regardless of whether they were published or filed with the U.S. Patent and Trademark Office, or is under contract to not so assign, Executive will list them on the last page of this Agreement.

     5.  Confidentiality . Executive agrees that the existence and terms of the Agreement, including the compensation paid to Executive, and discussions with Sears regarding this Agreement, shall be considered confidential and shall not be disclosed or communicated in any manner except: (a) as required by law or legal process; (b) to Executive’s spouse, domestic partner, or financial/legal advisors, all of whom shall agree to keep such information confidential.

     6.  Protective Covenants . Executive acknowledges that this Agreement provides for additional consideration beyond what Sears is otherwise obligated to pay. In consideration of the opportunity for severance benefits and special payments specified above, and other good and valuable consideration, Executive agrees to the following: