Exhibit (C)(1) AGREEMENT AND PLAN OF MERGER by and among MAXSERV, INC., MAX ACQUISITION DELAWARE INC.,Merger Agreement • March 3rd, 1997 • Sears Roebuck & Co • Retail-department stores • Delaware
FORM OF]Underwriting Agreement • August 2nd, 2002 • Sears Roebuck & Co • Retail-department stores • New York
EXHIBIT 10.1Employment Agreement • November 18th, 2004 • Sears Roebuck & Co • Retail-department stores • Delaware
ANDMerger Agreement • November 18th, 2004 • Sears Roebuck & Co • Retail-department stores • Delaware
July 16, 2002 Sears, Roebuck Acceptance Corp. 3711 Kennett Pike Greenville, Delaware 19807 Gentlemen: This is to confirm our agreement ("Extension Agreement") that the term "Debt Securities" as defined in the Fixed Charge Coverage and Ownership...Extension Agreement • August 2nd, 2002 • Sears Roebuck & Co • Retail-department stores
This is to confirm our agreement ("Extension Agreement") that the term "Debt Securities" as defined in the Fixed Charge Coverage and Ownership Agreement dated as of May 15, 1995 between Sears Roebuck Acceptance Corp. ("SRAC"), and Sears, Roebuck and Co. shall be expanded to include up to $9.5 billion aggregate initial offering price of debt securities to be issued by SRAC under Registration Statement No. 333-92082.
EXHIBIT (c)(3) STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (hereinafter called this "Agreement") is executed as of this 17th day of March, 1997 by and between Sears, Roebuck and Co., a New York corporation ("Parent"), and Max Acquisition...Stock Transfer Agreement • March 19th, 1997 • Sears Roebuck & Co • Retail-department stores
by and amongStockholder Tender Agreement • March 3rd, 1997 • Sears Roebuck & Co • Retail-department stores • Delaware
by and amongAcquisition Agreement • May 17th, 2002 • Sears Roebuck & Co • Retail-department stores • Delaware
BY AND AMONGPurchase, Sale and Servicing Transfer Agreement • July 17th, 2003 • Sears Roebuck & Co • Retail-department stores • Delaware
ContractNon-Compete/Severance Agreement • August 7th, 2003 • Sears Roebuck & Co • Retail-department stores • Illinois
*** Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been filed separately with the Securities and Exchange Commission.
Exhibit 10(b) RETIREMENT AGREEMENT This Retirement Agreement (the "Agreement") is entered into between Sears, Roebuck and Co., a New York corporation (the "Company") and James M. Denny, a resident of the State of Illinois (the "Executive") as of...Retirement Agreement • November 9th, 1995 • Sears Roebuck & Co • Retail-department stores • Illinois
MASTER SERVICES AGREEMENT between Sears, Roebuck and Co. and Computer Sciences Corporation DATED: June 1, 2004Master Services Agreement • August 11th, 2004 • Sears Roebuck & Co • Retail-department stores • Illinois
THIS MASTER SERVICES AGREEMENT (this “Master Agreement”) is made as of June 1, 2004 (the “Effective Date”) by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and Sears, Roebuck and Co., a New York corporation (“Sears”).
Executive Employment And Severance/Non-Compete AgreementExecutive Employment and Severance/Non-Compete Agreement • March 12th, 2003 • Sears Roebuck & Co • Retail-department stores • Illinois
In this Executive Employment and Severance/Non-Compete Agreement dated as of October , 2002 (the “Agreement”), Sears, Roebuck and Co., including its subsidiaries (collectively referred to as “Sears”), and Gerald F. Kelly, Jr. (“Executive”), intending to be legally bound and for good and valuable consideration, agree as follows:
ASSET PURCHASE AGREEMENT DATED AS OF JUNE 29, 2004 BY AND BETWEEN SEARS, ROEBUCK AND CO. AND KMART CORPORATIONAsset Purchase Agreement • August 11th, 2004 • Sears Roebuck & Co • Retail-department stores • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 29 day of June, 2004 (the “Effective Date”), by and between SEARS, ROEBUCK AND CO., a New York corporation ( “Purchaser”) and KMART CORPORATION, a Michigan corporation (“Seller”).
AMENDMENT TO EXECUTIVE SEVERANCE NON-COMPETE AGREEMENT BETWEEN LYLE HEIDEMAN AND SEARS, ROEBUCK AND CO. NOVEMBER 13, 2001Executive Severance/Non-Compete Agreement • March 10th, 2004 • Sears Roebuck & Co • Retail-department stores
The undersigned parties hereby amend the EXECUTIVE SEVERANCE/NON-COMPETE AGREEMENT dated November 13, 2001 (the “Agreement”) in the following particulars:
EXHIBIT 4.6 THIRD AMENDMENT TO THE SEARS 401(k) PROFIT SHARING TRUST AGREEMENT This Third Amendment (the "Amendment") dated as of March 31, 1999 by and between Sears, Roebuck and Co., a New York corporation (the "Company"), and State Street Bank and...Sears 401(k) Profit Sharing Trust Agreement • December 10th, 1999 • Sears Roebuck & Co • Retail-department stores
THIRD AMENDMENT TO THE SEARS 401(k) PROFIT SHARING TRUST AGREEMENT This Third Amendment (the "Amendment") dated as of March 31, 1999 by and between Sears, Roebuck and Co., a New York corporation (the "Company"), and State Street Bank and Trust...Sears 401(k) Profit Sharing Trust Agreement • March 22nd, 2000 • Sears Roebuck & Co • Retail-department stores
This Third Amendment (the "Amendment") dated as of March 31, 1999 by and between Sears, Roebuck and Co., a New York corporation (the "Company"), and State Street Bank and Trust Company, a Massachusetts trust company (the "Trustee"), amends the Sears 401 (k) Profit Sharing Trust Agreement (as amended and restated as of January 1, 1998) between the Company and the Trustee (the "Trust Agreement"). WHEREAS, the amendment to the Trust Agreement dated as of December 1, 1998, a copy of which is attached hereto (the "December Amendment"), was erroneously identified as the "First Amendment to the Sears 401(k) Profit Sharing Trust Agreement" when in fact the Company and the Trustee had executed a prior First Amendment to the Sears 401 (k) Profit Sharing Plan on June 26, 1998, with an effective date of January 1, 1998;
AGREEMENT between SEARS, ROEBUCK AND CO. and ARTHUR C. MARTINEZEmployment Agreement • March 28th, 1996 • Sears Roebuck & Co • Retail-department stores
Exhibit 99(iii) FIRST AMENDMENT TO THE SEARS 401(K) PROFIT SHARING TRUST AGREEMENT This First Amendment (this "Amendment") dated as of December 1, 1998 by and between Sears, Roebuck and Co., a New York corporation (the "Company"), and State Street...Sears 401(k) Profit Sharing Trust Agreement • March 19th, 1999 • Sears Roebuck & Co • Retail-department stores
ARTHUR C. MARTINEZ RETIREMENT AGREEMENTRetirement Agreement • August 15th, 2000 • Sears Roebuck & Co • Retail-department stores • Illinois
This Retirement Agreement (the "Agreement") is entered into between Sears, Roebuck and Co., a New York corporation (the "Company") and Arthur C. Martinez, a resident of the State of Illinois (the "Executive") as of April 11, 2000.
MASTER SERVICES AGREEMENT between Sears, Roebuck and Co. and Computer Sciences Corporation DATED: June 1, 2004Master Services Agreement • February 4th, 2005 • Sears Roebuck & Co • Retail-department stores • Illinois
THIS MASTER SERVICES AGREEMENT (this “Master Agreement”) is made as of June 1, 2004 (the “Effective Date”) by and between Computer Sciences Corporation, a Nevada corporation (“CSC”), and Sears, Roebuck and Co., a New York corporation (“Sears”).
AMENDED AND RESTATED PROGRAM AGREEMENT by and between SEARS, ROEBUCK AND CO., SEARS INTELLECTUAL PROPERTY MANAGEMENT COMPANY and CITIBANK (USA) N.A. Dated as of July 15, 2003, Amended and Restated as of November 3, 2003Program Agreement • November 5th, 2003 • Sears Roebuck & Co • Retail-department stores
AMENDED AND RESTATED PROGRAM AGREEMENT, dated as of July 15, 2003 (this “Agreement”), effective as of the Effective Date, by and among Sears, Roebuck and Co., a New York corporation (“Sears”), Sears Intellectual Property Management Company, a Delaware corporation and wholly-owned subsidiary of Sears (“Sears IP Sub”), and Citibank (USA) N.A., a national banking association (“Purchaser”).
Exhibit 10(iii)(22) AGREEMENT It being mutually agreed between Sears, Roebuck and Co. ("Sears") and Marvin Stern ("Stern") that he retire from Sears, the parties, intending to be legally bound and for good and valuable consideration, agree as follows:...Retirement Agreement • March 25th, 1997 • Sears Roebuck & Co • Retail-department stores • Illinois
FOURTH AMENDMENT TO THE SEARS 401(K) PROFIT SHARING TRUST AGREEMENT (As Amended and Restated effective January 1, 1998)401(k) Profit Sharing Trust Agreement • December 23rd, 2002 • Sears Roebuck & Co • Retail-department stores
Pursuant to the authority reserved to the Company in Section 13.1 of the Sears 401(k) Profit Sharing Trust Agreement (The "Trust Agreement"), the Trust is hereby amended in the following respects, effective as of the later of May 10, 2001, or the effective date of the Investment Committee's initial appointment of the Named Fiduciary (as described herein):
Exhibit 10Non-Compete/Change of Control Agreement • August 9th, 1999 • Sears Roebuck & Co • Retail-department stores
FORM OF NOTENote Agreement • August 2nd, 2002 • Sears Roebuck & Co • Retail-department stores
GUARANTEEGuarantee • May 11th, 2004 • Sears Roebuck & Co • Retail-department stores
Sears, Roebuck and Co., a New York corporation (“Sears”), hereby irrevocably and unconditionally guarantees to the Lenders and the Agent (each as defined below) under the 364-Day Credit Agreement dated as of February 24, 2003 (as amended, extended or otherwise modified from time to time, the “Credit Agreement”) among Sears Roebuck Acceptance Corp., a Delaware corporation (the “Company”), various financial institutions that are parties thereto from time to time (the “Lenders”) and Citibank, N.A., as agent for the Lenders (in such capacity, the “Agent”), that the principal of all Advances (as defined in the Credit Agreement) made under the Credit Agreement and all interest thereon shall be paid in full when due, whether at maturity, by acceleration or otherwise, subject to the terms stated below. Failing payment when due of any amount so guaranteed, Sears shall be obligated to pay the same. In the event of a default in the payment of principal of any Advance made under the Credit Agreeme
Exhibit 99(ii) FIRST AMENDMENT TO THE SEARS 401(k) PROFIT SHARING TRUST WHEREAS, Sears, Roebuck and Co. (the "Company") and State Street Bank and Trust Company (the "Trustee") executed a trust agreement known as the Sears 401(k) Profit Sharing Trust...401(k) Profit Sharing Trust Amendment • March 19th, 1999 • Sears Roebuck & Co • Retail-department stores
SEARS, ROEBUCK AND CO. -------------------------------------------------------- ------------------------ Analysis of Consolidated Operations ------------------ -------------------------------------------------------------- Sears, Roebuck and Co. ("the...Consolidated Statements of Income • March 13th, 1998 • Sears Roebuck & Co • Retail-department stores
CONFIDENTIAL AGREEMENTConfidential Agreement • March 21st, 2001 • Sears Roebuck & Co • Retail-department stores • Illinois
It being mutually agreed between Sears, Roebuck and Co. ("Sears") and Julian Day ("Executive") that he resign from Sears, the parties intending to be legally bound and for good and valuable consideration agree as follows:
Exhibit 10(a) RETIREMENT AGREEMENT This Retirement Agreement (the "Agreement") is entered into between Sears, Roebuck and Co., a New York corporation (the "Company") and Edward A. Brennan, a resident of the State of Illinois (the "Executive") as of...Retirement Agreement • November 9th, 1995 • Sears Roebuck & Co • Retail-department stores • Illinois
AMENDMENT NO. 1Purchase, Sale and Servicing Transfer Agreement • November 5th, 2003 • Sears Roebuck & Co • Retail-department stores • Delaware
AMENDMENT No. 1 (this “Amendment”), dated as of November 3, 2003, to the Purchase, Sale and Servicing Transfer Agreement, dated as of July 15, 2003, by and among Sears, Roebuck and Co., a New York corporation (“Sears”), Citicorp, a Delaware corporation (“Citicorp”) and certain subsidiaries of Sears (together with Sears and Citicorp, the “Parties”; such agreement, the “Purchase Agreement”). All terms used herein but not defined shall have the meanings ascribed thereto in the Purchase Agreement.
Exhibit 10(c) AGREEMENT for CONTINUED EMPLOYMENT Between SEARS, ROEBUCK AND CO. and ARTHUR C. MARTINEZ Sears, Roebuck and Co., and New York corporation having its principal place of business in [Hoffman Estates][Chicago], Illinois (the "Company"), and...Employment Agreement • November 9th, 1995 • Sears Roebuck & Co • Retail-department stores
Exhibit 10(c) AGREEMENT Sears, Roebuck and Co., including its subsidiaries (collectively referred to as "Sears"), and ____________________ ("Executive"), intending to be legally bound and for good and valuable consideration, agree as follows: 1....Severance Agreement • November 8th, 1996 • Sears Roebuck & Co • Retail-department stores • Illinois
Sears, Roebuck and Co. February 17, 2005Executive Severance Agreement • February 24th, 2005 • Sears Roebuck & Co • Retail-department stores
This letter agreement (this “Agreement”) is to confirm our understanding with you regarding the termination of your employment as Executive Vice President and Chief Financial Officer of Sears, Roebuck and Co., a New York corporation (“Sears”) in connection with the consummation of the transactions contemplated under that certain Agreement and Plan of Merger dated as of November 16, 2004 by and among Kmart Holding Corporation, a Delaware corporation (“Kmart”), Sears, Sears Holdings Corporation, a Delaware corporation, Kmart Acquisition Corp., a Delaware corporation, and Sears Acquisition Corp., a New York corporation (such agreement, the “Merger Agreement”, and the transactions contemplated thereby, collectively, the “Merger”).
