Becky Iliff Offer Letter



 Exhibit 10.21 

 

			
	 Sears Holdings Management Corporation
 3333 Beverly Road
 Hoffman Estates, IL 60179
	  	 Sears Hometown and Outlet Stores, Inc.
 3333 Beverly Road
 Hoffman Estates, IL 60179


 July 17, 2012 
 Ms. Becky Iliff 
 1510 W. Cullom Ave. 
 Chicago, IL 60613 
 Dear Becky, 
 We are pleased to extend to you our offer to join Sears Holdings Corporation (“SHC”) as Vice President, Human Resources of Sears Hometown and Outlet Stores, Inc. (“SHO”). Prior to the
effective date of the spin-off of SHO (“Spin-off”), you will report to Bruce Johnson, Executive Vice President, Off-Mall Businesses of SHC. Your start date is to be determined. This letter serves as confirmation of our offer, on behalf of
SHO, subject to the contingencies listed below. 
 The key elements of your compensation package are as follows: 

 

	 	•	 	 Annual base salary at a rate of $240,000. 


  

	 	•	 	 Participation in the Sears Hometown and Outlet Stores, Inc. Annual Incentive Plan (“SHO AIP”) with an annual incentive opportunity of 50% of
your base salary. Your target incentive under the 2012 SHO AIP will be prorated from your start date through February 2, 2013, the last day of SHC’s 2012 fiscal year. Any incentive payable with respect to a fiscal year will
be paid by April 15th of the following fiscal year, provided that you are actively employed at the payment date. Further details regarding your 2012 SHO AIP target award will be provided to you following the later of your start date and
the approval of the 2012 SHO AIP. 


  

	 	•	 	 Participation in the Sears Hometown and Outlet Stores, Inc. Long-Term Incentive Program (“SHO LTIP”). SHO, like SHC, intends to provide
annual LTIP awards to its executives. You will first become eligible to participate in an LTIP starting with the 2012 SHO LTIP when finalized and approved by the SHO Board of Directors. Further details regarding your 2012 SHO LTIP target award will
be provided to you following the approval of the 2012 SHO LTIP. 


  

	 	•	 	 You will receive a one-time sign-on bonus of $25,000 (gross). This sign-on bonus will be payable within thirty (30) days following your start
date. In the event you voluntarily terminate your employment with SHC prior to the Spin-off or with SHO following the Spin-off, or are terminated by SHC or SHO for misconduct or integrity issues, in either case within twenty four (24) months of
your start date, you will be required to repay the full amount of the payment paid to you, including any taxes withheld, unless prohibited by law, to SHC (or SHO if termination occurs after the Spin-off) within thirty (30) days of your last day
worked. 


  

	 	•	 	 You will be eligible to receive a special cash retention bonus of $150,000 (gross). This special bonus will be scheduled to vest on a graded basis,
with one-third of the bonus vesting and becoming payable as soon as administratively possible following each of the first, second and third anniversaries of your start date, provided you are actively employed on the applicable payment date.











 Ms. Becky Iliff 
 July 17, 2012 
 Page 2 

 


	 	•	 	 You represent and warrant to SHC that (a) as of your start date with SHC, you are not subject to any obligation, written or oral, containing any
non-competition provision or any other restriction (including, without limitation, any confidentiality provision) that would result in any restriction on your ability to accept and perform this or any other position with SHC or any of its
affiliates, including SHO, and (b) you are not (i) a member of any board of directors, board of trustees or similar governing body of any for-profit, non-profit or not-for-profit entity, or (ii) a party to any agreement, written or
oral, with any entity under which you would receive remuneration for your services, except as disclosed to and approved by SHC in advance of your start date. You agree that you will not (A) become a member of any board or body described in
clause (b)(i) of the preceding sentence or (B) become a party to any agreement described in clause (b)(ii) of the preceding sentence, in each case without the prior written consent of SHC pre-Spin-off or SHO post-Spin-Off, such consent not to
be unreasonably withheld. Further, you agree you will not disclose or use, in violation of an obligation of confidentiality, any information that you acquired as a result of any previous employment or otherwise. 



 

	 	•	 	 You will be required to sign an Executive Severance Agreement (“Agreement”). If your employment with SHC is terminated by SHC (other
than for Cause, death or Disability) or by you for Good Reason (as such capitalized terms are defined in the Agreement), you will receive six (6) months of salary continuation, equal to your base salary at the time of termination, subject to
mitigation. Under the Agreement, you agree, among other things, not to disclose confidential information and for twelve (12) months following termination of employment not to solicit employees. You also agree not to aid, assist or render
services for any “Sears Competitor” or “Sears Vendor” (as such terms are defined in the Agreement) for six (6) months following termination of employment. The non-disclosure, non-solicitation, non-compete and
non-affiliation provisions apply regardless of whether you are eligible for severance benefits under this Agreement. This offer is contingent upon you signing this Agreement. This Agreement with SHC will be assigned to and assumed by SHO effective
as of the Spin-off in, accordance with Section 20 of the Agreement.


  

	 	•	 	 You will be eligible to receive four (4) weeks paid vacation, which will be pro-rated during your first year of service based on your start date.
Added to this, you will qualify for six (6) paid National Holidays each year. You also will be eligible for up to four (4) personal days per year, after completing six (6) months of service. 



 

	 	•	 	 You will be eligible to participate in all retirement, health and welfare programs on a basis no less favorable than other SHO executives at your
level, in accordance with the applicable terms, conditions and availability of those programs. 


  

	 	•	 	 This offer also is contingent upon satisfactory completion of a background reference check, employment authorization verification and pre-employment
drug test. 


 Becky, we are excited about the important contributions you will make to the company and look forward to your
acceptance of our offer. If you need additional information or clarification, please call. 

  









 Ms. Becky Iliff 
 July 17, 2012 
 Page 3 

 

 This offer will expire if not accepted within one week from the date of this letter. To accept, sign
below and return this letter along with your signed Executive Severance Agreement to my attention. 
  

					
			
	Sears Holdings Management Corporation	 		 	Sears Hometown and Outlet Stores, Inc.
			
	/s/ Dean Carter	 		 	/s/ Robert Riecker
	Dean Carter	 		 	Robert Riecker
	Vice President, Talent & Human Capital Services	 		 	Interim Financial Officer
		 		 	
		 		 	
	Enclosures	 		 	
		 		 	
		 		 	
	Accepted:	 		 	
			
	/s/ Becky Iliff	 		 	 7/18/12

	Becky Iliff	 		 	Date