William A. Powell Offer Letter



 Exhibit 10.19 

 

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


 August 28, 2012 
 William A. Powell 
 1905 Stormy Court #203 
 Schaumburg, IL 60193 
 Dear Will, 
 On behalf of Sears Hometown and Outlet Stores, Inc. (“SHO”), we are pleased to extend to you our offer to be Senior Vice President and Chief Operating Officer of SHO, effective as of the
effective date of the spin-off of SHO (“Spin-off”). In this position you will report to Bruce Johnson, Chief Executive Officer and President of SHO. This letter restates and amends the terms of the August 20, 2012 offer letter, to
which amendments you, SHO and Sears Holdings Corporation (“SHC”) have mutually hereby agreed. This restated offer letter is contingent upon the completion of the Spin-off and subject to the additional contingency listed below. 

The key elements of your employment and compensation package are as follows: 

 

	•	 	 Upon the Spin-off, you will be transferred to and become an employee of SHO. 



 

	•	 	 Annual Base Salary—$550,000. 


  

	•	 	 Annual Incentive Plans 


  

	 	•	 	 With respect to your participation under the Sears Holdings Corporation Annual Incentive Plan (“SHC AIP) for the 2012 fiscal year, upon the
Spin-off, your participation in the 2012 SHC AIP will transition to a new annual incentive plan sponsored by SHO as follows: 


  

	 	•	 	 For the 1st and 2nd
fiscal quarters of 2012, the portion of your target incentive award that is based on the quarterly SHC EBITDA measure (25%) will be determined based on year-to-date results. The performance at the end of these two quarters will be compared to
the plan goals and if any payout has been earned, it will be paid to you by SHO under the new Sears Hometown and Outlet Stores, Inc. Annual Incentive Plan (“SHO AIP”) in April 2013, provided that you are actively employed by SHO as of the
payment date . The SHC EBITDA gate will continue to need to be attained before any payout is earned. The quarterly SHC EBITDA measure will not be a component of your 2012 annual incentive for the 3rd and 4th fiscal quarters of 2012. Instead, the 25% weighted based on the quarterly SHC EBITDA measure for that time will be
converted to a new measure of SHO EBITDA under the 2012 SHO AIP. 


  

	 	•	 	 The 75% of your target incentive that is currently based on the Hometown BOP with respect to the fiscal 2012 period prior to Spin-off will be converted
to a new measure of SHO EBITDA under the 2012 SHO AIP. 


  

	 	•	 	 The liability for any of the above incentive payments will be assigned and assumed by SHO upon the Spin-off. Accruals relating to the annual measures
will be transferred upon the Spin-off and accruals relating to the quarterly SHC EBITDA measure will not be transferred until a determination has been made that the SHC EBITDA has been attained. 










 William A. Powell 
 August 28, 2012 
  Page
 2
 
  


	 	•	 	 You will be eligible to participant in the Sears Hometown and Outlet Stores, Inc. Annual Incentive Plan (SHO AIP) with an annual incentive
opportunity of 75% of your base salary. In addition to the quarterly SHC EBITDA measure explained above, the annual portion of your 2012 target incentive will be converted from a 75% Hometown BOP to 100% SHO EBITDA upon the Spin-off.



  

	 	•	 	 SHO AIP EBITDA targets and thresholds will be based on the valuation and profit conversion of combined SHC HTS and Outlet BOPs. Final 2012 targets and
thresholds for the SHO AIP will be approved by SHO Board of Directors. 


  

	 	•	 	 Any incentive payable under the SHO AIP with respect to a fiscal year will be paid by April 15th of the following fiscal year, provided
that you are actively employed by SHO as of the payment date. Payouts will be pro-rated pending actual date of Spin-off. Further details regarding your 2012 SHO AIP target award will be provided to you following the approval of the 2012 SHO AIP.



  

	•	 	 Long-Term Incentive Plans 


  

	 	•	 	 Participation in the Sears Hometown and Outlet Stores, Inc. Long-Term Incentive Program (“SHO LTIP”). You will first become eligible
to participate in a SHO LTIP starting with the 2012 SHO LTIP when finalized and approved. 2012 targets and thresholds under the SHO LTIP will be based on SHO 3-year valuation and profit projections and approved by the SHO Board of Directors. Further
details regarding your 2012 target award under the SHO LTIP will be provided to you following the approval of the 2012 SHO LTIP. SHO, like SHC, intends to provide annual LTIP awards to its executives. 



 

	 	•	 	 With respect to your participation in the outstanding Sears Holdings Corporation Long-Term Incentive Programs (“SHC LTIPs”), you
currently participate in the 2010 and 2011 SHC LTIPs with a target incentive percentage of 100% of base salary (at the time of the LTIP award) under each. Upon the Spin-off, your participant in these programs will transition as follows:



  

	 	•	 	 Your participation under 2010 and 2011 SHC LTIPs will be closed out as of the effective date of the Spin-off and any incentive that may become payable
(as explained below) will be payable under the SHO LTIP. The accruals and liability for these payments will be assigned to and assumed by SHO upon the Spin-off. 



 

	 	•	 	 For the 2010 SHC LTIP, performance to date from fiscal year 2010 through the 2nd fiscal quarter end of 2012 will be determined and based on year-to-date results. If any incentive has been earned, it
will be payable to you under the SHO LTIP in April 2013, in accordance with the terms of the SHO LTIP (which will have terms substantially similar to the SHC LTIP), as long as you are actively employed by SHO as of the payment date.



  

	 	•	 	 For the 2011 SHC LTIP, performance to date from fiscal year 2011 through the 2nd fiscal quarter end of 2012 will be determined and based on year-to-date results. If any incentive has been earned, it
will be payable to you under the SHO LTIP in April 2014, in accordance with the terms of the SHO LTIP (which will have terms substantially similar to the SHC LTIP), as long as you are actively employed by SHO as of the payment date.











 William A. Powell 
 August 28, 2012 
  Page
 3
 
  


	 	•	 	 Any payout of these amounts will be pro-rated based on the number of eligible days worked at SHC and SHO, as applicable, during the performance period
for each LTIP. 


  

	•	 	 Unvested Restricted Stock and Cash Awards 


  

	 	•	 	 Prior to the effective date of the Spin-Off, you received the following restricted stock (“RS”) and cash awards from SHC that are currently
unvested. 


  

																											
	 Grant Date
	  	 Vest Date
	  	RS 
Grant
Value/Share	 	  	Shares
Granted	 	  	Award
Value (at
grant)	 	  	Cash
Rights	 	  	Cash
Retention	 	  	Estimated
Value
($55/share)	 
	 10/04/2010
	  	10/04/2012	  	$	69	  	  	 	1,632	  	  	$	112,500	  	  	$	1,516	  	  	$	112,500	  	  	$	89,760	  
	 10/04/2010
	  	10/04/2013	  	$	69	  	  	 	1,632	  	  	$	112,500	  	  	$	1,516	  	  	$	112,500	  	  	$	89,760	  
	 09/01/2011
	  	09/01/2014	  	$	59	  	  	 	1,921	  	  	$	112,500	  	  	$	1,784	  	  	$	112,500	  	  	$	105,655	  

  

	 	•	 	 Because under their terms these awards would forfeit upon the Spin-off, these awards will be transitioned as follows: 



 

	 	•	 	 In place of your forfeited RS awards, upon the effective date of the Spin-off, you will receive an equivalent cash retention award from SHO, which will
continue under the same (remaining) vesting schedule as the award it is replacing. Equivalent value will be determined based upon the market closing price of SHC shares on the day before the effective date of the Spin-off. That closing price will be
multiplied by the number of shares for each award to arrive at the dollar value of the cash retention award. 


  

	 	•	 	 In place of your Cash Rights (issued in connection with the Spin-off of Orchard Supply Hardware Stores Corporation) and the Cash Retention awards
referred to in the chart above, and any cash awards issued with respect to your unvested RS awards in connection with this Spin-off, you will receive cash retention awards from SHO, equal to the same amount as these awards and subject to the same
(remaining) vesting schedule as the awards they are replacing. 


  

	 	•	 	 Each of these cash retention awards will be payable by SHO, provided you remain employed by SHO through the vesting date for the applicable award.



  

	•	 	 Executive Severance Agreement 


  

	 	•	 	 Your current Executive Severance Agreement (“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. Therefore, if post-Spin-off your employment with SHO is terminated by SHO (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 twelve (12) months of salary continuation, based on 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 twelve (12) 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. A copy of your fully executed Agreement is enclosed for your information. 










 William A. Powell 
 August 28, 2012 
  Page
 4
 
  


	•	 	 Other 


  

	 	•	 	 On a fiscal year basis, you will continue to be eligible to receive four (4) weeks paid vacation. 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. 


  

	 	•	 	 Upon the Spin-off, you will continue to be eligible to participate in all retirement, health and welfare programs made available or sponsored by SHO 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. These benefits will be provided under SHC benefit programs during a benefits transition
period, and thereafter SHO intends to sponsor or make available substantially similarly benefit programs. 


 Will, we are
excited about the important contributions you will make to this new independent, public company upon the Spin-off and look forward to your acceptance of our restated offer. If you need additional information or clarification, please call.

 This restated offer will expire if not accepted within one week from the date of this letter. 

Sincerely, 
  

					
	Sears Holdings Management Corporation	  		  	Sears Hometown and Outlet Stores, Inc.
	 /s/ Dean Carter
	  		  	 /s/ W. Bruce Johnson

	 Dean Carter
 Chief Human
Resources Officer
	  		  	 William Bruce Johnson
 Chief
Executive Officer and President, SHO

			
	Enclosure	  		  	
			
	Accepted:	  		  	
			
	/s/ William A. Powell	  		  	8/29/12
	William A. Powell	  		  	Date