EX-10.1



 Exhibit 10.1 
  





 
  

			
	October 13, 2014	 	 Dean Carter
 Chief Human Resources
Officer

		
	 Ronald D. Boire
 7 Blanchard Drive

Warwick, NY 10990
	 	 Sears Holdings Management Corporation
 3333
Beverly Road B6-169B
 Hoffman Estates, IL 60179
 PH:
847-286-1548
 Email: dean.carter@searshc.com


  

	Re:	Separation from Service 

 Dear Ron: 

This letter agreement (“Letter Agreement”) memorializes our discussions related to your resignation as Executive Vice President, Chief
Merchandising Officer and President – Sears Full Line Stores and Kmart Formats of Sears Holding Corporation (the “Company”) to serve as Acting President and Chief Executive Officer of Sears Canada Inc. (“Sears
Canada”), effective as of October 15, 2014 (the “Resignation Date”). 
 In consideration of the mutual agreements,
provisions, and covenants contained in this Letter Agreement, the Company and you hereby agree as follows: 
  

	1.	Separation from Service. Effective as of the close of business on the Resignation Date, you hereby resign your employment with the Company, and concurrently resign from all offices and directorships you hold with
the Company or any of its affiliates (other than Sears Canada). You acknowledge and agree that for purposes of all plans, agreements, policies, and arrangements of the Company and its affiliates (other than Sears Canada) in which you participated or
to which you were a party (including, without limitation, that certain offer letter dated as of February 10, 2012 (the “Offer Letter”) and that certain Executive Severance Agreement, dated as of January 8, 2012 (the
“Severance Agreement”), in each case by and between the Company and you), your resignation from your positions with the Company and its affiliates (other than Sears Canada) on the Resignation Date shall be a voluntary resignation
for purposes of the Severance Agreement. Moreover, in the case of any such plan, agreement, policy, or arrangement that includes the concept of resignation with “good reason” or a similar term of like meaning, you agree that your
resignation shall be considered to have been made without “good reason” (or such similar term). 

  

	2.	Vesting of Certain Long-Term Incentive Compensation. Notwithstanding any provision of your Offer Letter or any award letter or other agreement to the contrary, the Company agrees that, effective as of your
Resignation Date, you shall be fully vested in the long-term cash and equity awards set forth on Exhibit A hereto, and these awards shall be paid or settled, as applicable, as soon as practicable thereafter (but in no event later than
March 15, 2015). Any other cash or equity long-term incentive compensation award, to the extent not vested as of the Resignation Date, shall be automatically forfeited as of the Resignation Date. 


 

	3.	Restrictive Covenants. For the avoidance of doubt, you acknowledge and agree that your Resignation Date constitutes your “Date of Termination” for purposes of the Severance Agreement, and as such you
are subject to the covenants set forth in Sections 3 through 9 of the Severance Agreement. Notwithstanding the foregoing, the Company agrees that your employment with Sears Canada following the Resignation Date shall not constitute a breach of
Section 4(c) of the Severance Agreement. 









	4.	Miscellaneous. 

  

	 	(a)	Amendments. This Letter Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors or legal representatives. 


 

	 	(b)	Governing Law. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to conflict of laws principles thereof. 


 

	 	(c)	Entire Agreement. By signing this Letter Agreement, you acknowledge and agree that you have no rights to any further compensation or benefits under the Offer Letter or Severance Agreement. This Letter Agreement
constitutes the complete understanding between the parties hereto relating to the subject matter hereof, and supersedes in its entirety any prior oral or written agreements, understandings, or representations relating to the subject matter hereof;
provided, however, that Section 3 through 22 of the Severance Agreement shall survive with respect to your obligations and the Company’s and its affiliates’ rights referenced in Section 3 of this Letter Agreement as
if fully set forth herein. 

 Please confirm your agreement to the foregoing by executing this Letter Agreement as indicated below. 

Sincerely, 
 /s/ Dean Carter 

Dean Carter 
 Acknowledged and Agreed: 

 

			
	/s/
Ronald D. Boire                                     
                   	 	10/14/14
	Ronald D. Boire	 	Date








 Exhibit A 

Ronald D. Boire 

Unvested Incentive Compensation 

Restricted Stock Awards 
  

									
	Grant Date	  	 Shares/Units

Granted
	  	Equity Type	  	Stock Plan Year	  	Vest Date
	01/09/2012	  	25,000	  	RSS	  	2006	  	01/09/2015

 Cash Awards 
  

							
	Grant Date	  	Grant Amount	  	Vest Date	  	Grant Reason
	03/24/2014    	  	$202,958    	  	01/09/2015    	  	Cash Rights – LE
	11/13/2012    	  	$121,377    	  	01/09/2015    	  	Cash Rights – CAN
	09/11/2012    	  	$52,505    	  	01/09/2015    	  	Cash Rights – SHO
	Total:    	  	$376,840    	  	 	  	 

 The $50,000 paid to you on October 15, 2014 as the final installment of your sign-on bonuses payable to you under your
Offer Letter shall not be subject to the repayment provisions otherwise set forth in the Offer Letter.