NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 30th, 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”);
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 30th, 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”);
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of March 24, 2005 (the “Effective Date”), by and between Sears Holdings Corporation, a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), and Aylwin Lewis (the “Executive”). As of the Effective Time, as defined in Section 1.7 of the Merger Agreement (as defined below), this Agreement shall supersede and replace the Executive’s Employment Agreement with Kmart Management Corporation, a Michigan corporation (“Management”), made as of October 18, 2004, and all amendments thereto (collectively, the “Prior Agreement”).
