0001193125-10-055594 Sample Contracts

EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 12th, 2010 • Sears Holdings Corp • Retail-department stores • Illinois

By this Executive Severance Agreement dated as of , 20 (“Agreement”), Sears Holdings Corporation (“Sears”) and “Sears Affiliates” (as such term is defined in Section 2 below), and [ ] (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:

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EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 12th, 2010 • Sears Holdings Corp • Retail-department stores • Illinois

By this Executive Severance Agreement dated as of December , 2009 (“Agreement”), Sears Holdings Corporation (“Sears”) and “Sears Affiliates” (as such term is defined in Section 2 below), and JOHN GOODMAN (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:

SEARS HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 12th, 2010 • Sears Holdings Corp • Retail-department stores

Pursuant to action taken by Sears Holdings Corporation (the “Company”) under the Sears Holdings Corporation 2006 Stock Plan (the “Plan”), you have been awarded restricted shares of Sears Holdings Corporation stock, as detailed below. These shares have restrictions attached to them. You are restricted from selling these shares until the vesting date has occurred. Your shares will be forfeited if you leave the Company or are demoted below the level of Vice President before the vesting date. As a holder of restricted shares, you are entitled to voting rights on the shares, subject to the limits described below. Additionally, in the event that the Company were to declare a dividend, you would also be entitled to dividend rights on the shares, subject to the limits described below.

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