Exhibit 10.(ii)(24)

SEARS, ROEBUCK AND CO.3333 BEVERLY ROADHOFFMAN ESTATES, IL 60179
 

 

GREG A. LEESenior Vice PresidentHuman Resources847-286-0558Fax 847-286-3258

May 5, 201

 

Mr. Paul J. Liska6 Island RoadNorth Oak, MN 55127
Dear Paul,

This letter will confirm your acceptance of our offer of employment to joinSears, Roebuck and Co. as Executive Vice President and Chief Financial Officer,reporting to Alan J. Lacy, Chairman and CEO, Sears, Roebuck and Co. Your startdate in this capacity will be June 1, 2001.

Your compensation package will consist of the following:
-  Annual base salary of $700,000, with periodicincreases based upon performance.Sign-on bonus of $100,000.Participation in the Sears Annual Incentive  Plan. Your annual incentive opportunity will equate to a bonus target equal to  85% of base salary, amounting to $595,000 on an annualized basis. The annual  incentive performance objective for your position will be based 100% on our  achievement of Sears earnings per share growth. Currently the company  performance portion of the plan pays for performance as follows:
- Threshold (90% of prior year earnings per share) pays 25% of target
- Target (110% of prior year earnings per share) pays 100% of target
- Maximum (125% of prior year earnings per share) pays 230% of target
-  Performance goals for Sears are based on  improvement over prior year results. We will guarantee a minimum Annual  Incentive Plan award for 2001 of $595,000 (non-prorated), payable by March 15,  2002.100,000 non-qualified stock options that will  vest in three equal annual installments as from the date of grant and will  include a reload feature.
- 33,333 options will vest one year from the date of grant
- 33,333 options will vest two years from the date of grant
- 33,334 options will vest three years from the date of grant
-  50,000 shares of restricted stock that willcliff vest three years from the date of the grant.Participation in the Sears Long-Term  Incentive Plan with a total incentive target of 125% of base pay. Your total  incentive target has two components: 87.5% of your base pay will be conveyed  in Sears stock options issued annually beginning in 2002, while your target  for the cash-based Performance Plan will be 37.5% of your base pay. The  Long-Term Incentive design is currently under review. For the 1999-2001 cycle,  we will guarantee a minimum payment of one full year of Long-Term Incentive  Performance Plan target, or $262,500 (non-prorated), payable by March 15,  2002. Your Long-Term

Incentive participation for future LTIP cycles will continue at the same  level as other CEO Direct Reports.
-  You will participate in all retirement,  welfare, and perquisite programs on a basis no less favorable than other  executives at your level, in accordance with the applicable terms of those  programs. You will also be entitled to four weeks of vacation during each  calendar year.You will be eligible for relocation  assistance benefits that are typically provided to an executive at your level.Pension will commence at your employment  date. A service enhancement to your pension benefit will be provided through  the non-qualified pension plan. The service enhancement will be accrued to you  as a 2-year-for-1-year service credit during your first ten years of  employment with Sears, resulting in 20 years of credited service at the end of  the ten-year period. After ten years of service, the estimated value of the  enhancement would equal a lump sum of approximately $2,100,000. Your pension  benefit will vest after five years of continuous vesting service with Sears.You will be asked to sign an Executive  Severance / Non-Compete Agreement. If you are involuntarily terminated from  Sears for any reason other than cause, death, total and permanent disability,  resignation, or retirement after age 65, you will receive two years of pay  continuation (i.e., base salary and target annual bonus) and additional  pension vesting. If you are terminated following a change-in-control, you will  receive the aforementioned severance benefit in an undiscounted lump-sum  payment. In consideration for these severance terms, you agree not to disclose  confidential information and not to solicit employees. You would also agree  not to aid, assist or render services for any 'Competitor' (as defined in the  agreement) for two years following termination of employment.-  The 50,000 shares of restricted stock granted to you at the time of your    hire would be replaced by 50,000 unrestricted common shares of Sears stock    at the end of your two-year salary continuation period.Any other shares of Sears stock that were still time-restricted shares at    the end of your two-year salary continuation period would be replaced by a    cash payment equivalent to their market value at that time. This amount    would be payable to you within 30 days of the end of the period.You would receive a cash payment within 30 days of the end of the two-year    salary continuation period equivalent in value to the product of any granted    options that would not otherwise vest during the salary continuation period    times the option 'spread' (the positive difference between the fair market    value on the last day of the salary continuation period and the exercise    price of the respective option grants).If your employment is involuntarily terminated prior to attaining five    years of continuous vesting service with Sears, you will be paid a lump sum    the equivalent of the pension benefit that you would have accrued under the    Sears Pension Plan from your date of hire through the last day of your two    year severance period. The amount of this lump sum payment will be    calculated by using the Sears Pension Plan benefit formula in effect as of    the date that your two year severance period ends.- The above is contingent upon your  satisfactorily passing a pre-employment drug test and approval by the  Compensation Committee of the Sears, Roebuck and Co. Board of Directors.

 

                                                                                 Sincerely,

 

 

 

 

Accepted /s/Paul J. Liska Date 10/01/01