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EXHIBIT 28(d)
NOTICE OF STOCK AWARD
GRANTED MAY 30, 2000
("Grant Notice")
To Xxxxxxx X. Xxxxxxx
1. Xxxxx of Award. Pursuant to Section 9 of the employment agreement dated May
30, 2000 between Kmart Corporation (the "Company") and you (the "Employment
Agreement"), you are hereby granted, effective May 30, 2000, 200,000 shares of
the Company's Common Stock (the "Stock"), to be issued subject to the terms and
conditions of this Grant Notice.
2. Issuance of Stock. As soon as practicable, the Company shall cause to be
issued in your name a stock certificate representing the Stock. Subject to the
provisions of Paragraphs 3 and 4 below, the Stock shall be immediately owned by
you free of all restriction as of the date of grant.
3. Possible Forfeiture. This award of Stock is subject to the forfeiture
provisions set forth in Section 10(h) of the Employment Agreement.
4. SEC Registration. As soon as practicable, the Company shall use its
reasonable best efforts to file a registration statement on Form S-8 (or any
successor form) with the SEC under the Securities Act of 1933 covering the
issuance of the shares of Stock issuable hereunder and shall maintain the
effectiveness of such registration statement until the sale by you of all of the
shares of Stock issued hereunder or legal counsel advises that you are free to
sell such Stock without registration.
5. Withholding Tax. Notwithstanding anything to the contrary in this Grant
Notice, the obligations of the Company to issue shares of Stock hereunder shall
be contingent upon your satisfaction of all applicable withholding tax
requirements. Such issuance shall be subject to the reduction in the number of
shares, if necessary, to comply with applicable withholding tax obligations.
You may elect, in such form and at such time as the Company may
prescribe to satisfy any tax required to be withheld under applicable federal,
state or local law upon issuance of the Stock in whole or in part, by either
having the Company withhold whole shares of Kmart Corporation Common Stock or by
delivering other whole shares of Kmart Corporation Common Stock owned by you for
at least six months, having a Fair Market Value (as such Capitalized Term is
defined in the Kmart Corporation 1997 Long-Term Equity Compensation Plan) equal
to the amount withheld.
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6. General. The validity and construction of this Grant Notice shall be governed
by the laws of the State of Michigan without reference to principles of
conflicts of laws.
If there is any conflict between the Employment Agreement and this
Grant Notice, the Employment Agreement shall govern.
The obligation of the Company to issue and deliver any stock under this
grant is specifically subject to all applicable laws, rules and regulations and
required governmental approvals. The Company shall use its reasonable best
efforts to obtain such approvals as promptly as practicable.
Kmart Corporation
By: /s/ X.X. XxXxxx
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Accepted and agreed:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
