FORM OF SEARS HOLDINGS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 24th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
WHEREAS, Sears, Roebuck & Co., a New York corporation, and Kmart Holding Corporation, a Delaware corporation, and the Executive have entered into an employment agreement dated as of the 16th day of November, 2004 (the “Employment Agreement”), which has been assumed by the Company, pursuant to which, among other things, the Company has determined that, as an inducement material to the Executive’s agreement to enter into employment with the Company, in satisfaction of certain of the Company’s obligations under Section 3(b)(iii) of the Employment Agreement, the Executive should be granted by the Company a nonqualified option to purchase shares of its common stock (the “Option”);
FORM OF SEARS HOLDINGS CORPORATION RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 24th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
WHEREAS, Sears, Roebuck & Co., a New York corporation, and Kmart Holding Corporation, a Delaware corporation, and the Executive have entered into an employment agreement dated as of the 16th day of November, 2004 (the “Employment Agreement”), which has been assumed by the Company, pursuant to which, among other things, the Company has determined that, as an inducement material to the Executive’s agreement to enter into employment with the Company, in satisfaction of certain of the Company’s obligations under Section 3(b)(iii) of the Employment Agreement, and subject to the restrictions stated below, the Executive should be granted shares of the Company’s common stock, par value $.01 (the “Common Stock”);
FORM OF KMART HOLDING CORPORATION RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 24th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
WHEREAS, the Company, Holding, and the Executive have entered into an employment agreement dated as of the 18th day of October, 2004 (the “Employment Agreement”), pursuant to which, among other things, the Company and Holding have determined that, as an inducement material to the Executive’s agreement to enter into employment with the Company, in satisfaction of certain of the Company’s and Holding’s obligations under Section 7 of the Employment Agreement, the Executive should be granted restricted shares of Holding’s common stock, par value $.01 (the “Common Stock”);
FORM OF KMART HOLDING CORPORATION RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 24th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of November 16, 2004 (the “Merger Agreement”), by and between Sears, Roebuck and Co., a New York corporation (“Sears”), and Holding, Sears and Holding shall each become a wholly-owned subsidiary of Sears Holdings Corporation, a Delaware Corporation (“Sears Holdings”) (the “Merger”);
FORM OF KMART HOLDING CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 24th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
WHEREAS, the Company, Holding, and the Executive have entered into an employment agreement dated as of the 18th day of October, 2004 (the “Employment Agreement”), pursuant to which, among other things, the Company and Holding have determined that, as an inducement material to the Executive’s agreement to enter into employment with the Company, in satisfaction of certain of the Company’s and Holding’s obligations under Section 6 of the Employment Agreement, the Executive should be granted a nonqualified option to purchase shares of Holding’s common stock, par value $.01 (the “Common Stock”);
