| | On February 23, 2011, Sears Holdings Corporation (the “Company”) announced that the Company’s Board of Directors elected Louis J. D’Ambrosio as the Company’s Chief Executive Officer and President, beginning February 24, 2011 until a successor is named. Mr. D’Ambrosio also was elected to serve on the Board of Directors until the Company’s 2011 Annual Meeting of Stockholders. He will serve on the Finance Committee and the Stock Plan Committee of the Board of Directors. W. Bruce Johnson, who had served as interim Chief Executive Officer and President, will remain with the Company as Executive Vice President and President - Off-Mall Businesses and Supply Chain. Mr. Johnson will continue to serve on the Company’s Board of Directors until the 2011 Annual Meeting of Stockholders. Mr. D’Ambrosio served as the President and Chief Executive Officer of Avaya Inc. from July 2006 to June 2008. He also served as a director of Avaya from November 2006 to June 2008. Mr. D’Ambrosio was previously Avaya’s Senior Vice President and President, Global Sales and Marketing from November 2005 until July 2006. From January 2004 until November 2005, Mr. D’Ambrosio served as Avaya’s Group Vice President, Global Sales, Channels and Marketing. From December 2002 until December 2003, Mr. D’Ambrosio was Avaya’s Group Vice President, Avaya Global Services. Before joining Avaya, Mr. D’Ambrosio spent 16 years at International Business Machines Corporation, where he held several executive posts and was a member of the worldwide management committee. His roles included leading strategy for global services, sales and marketing for software, and industry operations for Asia Pacific. Mr. D’Ambrosio currently serves as the Non-Executive Chairman of the Board of Directors of Sensus (Bermuda 2) Ltd. and Sensus USA Inc., a clean technology company. Mr. D’Ambrosio will receive an annual base salary of $1,000,000, with a sign-on bonus of $150,000 (gross) and participation in the Company’s 2011 Annual Incentive Plan (“AIP”) with a target award of 200% of his base salary. The AIP award, if payable, will be subject to pro-ration based on his start date. He will be required to repay the Company a pro rata portion of the sign-on bonus if, within 12 months of his start date, he voluntarily terminates his employment with the Company, other than for Good Reason, death or Disability, or if he is terminated by the Company for Cause (each as defined in his Executive Severance Agreement) within 12 months of his start date. He received a restricted stock award under the Company’s 2006 Stock Plan valued at $6,000,000 and will receive an additional restricted stock award equal to two times the number of shares of common stock that he purchases on the open market within a specified period. Mr. D’Ambrosio will not be eligible to participate in the Company’s Long-Term Incentive Program. He will be provided commuter benefits that include round trip transportation by charter aircraft between Philadelphia and the greater Chicago metropolitan area, ground transportation and corporate housing in the Hoffman Estates, Illinois area. |
