SHLD » Topics » Equity Compensation Plan Information

This excerpt taken from the SHLD 10-K filed Mar 12, 2010.

Equity Compensation Plan Information

The following table reflects information about securities authorized for issuance under our equity compensation plans as of January 30, 2010.

 

Plan Category

   (a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and
rights
   (b)
Weighted-average
exercise price of
outstanding
options,
warrants and
rights
   (c)
Number of securities
remaining available for
future issuance
under equity
compensation plans

Equity compensation plans approved by security holders

   —      —      638,901

Equity compensation plans not approved by security holders

   —      —      —  

Total

   —      —      638,901

 

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These excerpts taken from the SHLD 10-K filed Mar 17, 2009.

Equity Compensation Plan Information

The following table reflects information about securities authorized for issuance under our equity compensation plans as of January 31, 2009.

 

Plan Category

   (a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and
rights(1)
   (b)
Weighted-average
exercise price of
outstanding
options,
warrants and
rights
   (c)
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities reflected
in column (a))(2)

Equity compensation plans approved by security holders

   350,000    $ 112.90    382,351

Equity compensation plans not approved by security holders

   —        —      —  

Total

   350,000    $ 112.90    382,351

 

(1)

Represents (1) a grant to the Company’s former CEO, Aylwin B. Lewis, of options to purchase 150,000 shares of Holdings’ common stock and (2) a grant to Alan J. Lacy, former Vice Chairman of the Company, of options to purchase 200,000 shares of Holdings’ common stock. On October 18, 2004, Kmart granted Mr. Lewis options to purchase 150,000 shares of Kmart common stock, subject to approval by Kmart’s stockholders. Kmart’s stockholders approved the option grant on March 24, 2005, and these options were

 

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converted into options to purchase an equal number of shares of Holdings’ common stock upon effectiveness of the Merger. The grant to Mr. Lacy was approved by Kmart, the sole stockholder of Holdings on November 16, 2004, in connection with the approval of Mr. Lacy’s employment agreement pursuant to which the options were granted.

 

(2)

Represents shares of common stock that may be issued pursuant our 2006 Stock Plan. Excludes shares covered by an outstanding plan award that, subsequent to January 31, 2009, ultimately are not delivered on an unrestricted basis (for example, because the award is forfeited, canceled, settled in cash or used to satisfy tax withholding obligations). Also excludes 280,743 shares of restricted stock issued pursuant to the 2006 Stock Plan under awards granted under the 2007 Executive Long-Term Incentive Program (the “2007 LTIP”), which were surrendered on March 12, 2009 pursuant to an amendment to the 2007 LTIP. Awards under the 2006 Stock Plan may be restricted stock awards, a grant of shares of our common stock in connection with an award made under a long-term incentive plan, or certain other awards.

Equity Compensation Plan Information

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The following table reflects information about securities authorized for issuance under our equity compensation plans as of January 31, 2009.

 
















































Plan Category

  (a)
Number of securities
to be issued upon
exercise
of
outstanding options,
warrants and
rights(1)
  (b)
Weighted-average
exercise price
of
outstanding
options,
warrants and
rights
  (c)
Number of securities
remaining available for
future
issuance under equity
compensation plans
(excluding securities reflected
in column (a))(2)

Equity compensation plans approved by security holders

  350,000  $112.90  382,351

Equity compensation plans not approved by security holders

  —     —    —  

Total

  350,000  $112.90  382,351

 





(1)

Represents (1) a grant to the Company’s former CEO, Aylwin B. Lewis, of options to purchase 150,000 shares of
Holdings’ common stock and (2) a grant to Alan J. Lacy, former Vice Chairman of the Company, of options to purchase 200,000 shares of Holdings’ common stock. On October 18, 2004, Kmart granted Mr. Lewis options to purchase
150,000 shares of Kmart common stock, subject to approval by Kmart’s stockholders. Kmart’s stockholders approved the option grant on March 24, 2005, and these options were

 


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converted into options to purchase an equal number of shares of Holdings’ common stock upon effectiveness of the Merger. The grant to Mr. Lacy was
approved by Kmart, the sole stockholder of Holdings on November 16, 2004, in connection with the approval of Mr. Lacy’s employment agreement pursuant to which the options were granted.

STYLE="font-size:4px;margin-top:0px;margin-bottom:0px"> 





(2)

Represents shares of common stock that may be issued pursuant our 2006 Stock Plan. Excludes shares covered by an
outstanding plan award that, subsequent to January 31, 2009, ultimately are not delivered on an unrestricted basis (for example, because the award is forfeited, canceled, settled in cash or used to satisfy tax withholding obligations). Also
excludes 280,743 shares of restricted stock issued pursuant to the 2006 Stock Plan under awards granted under the 2007 Executive Long-Term Incentive Program (the “2007 LTIP”), which were surrendered on March 12, 2009 pursuant to an
amendment to the 2007 LTIP. Awards under the 2006 Stock Plan may be restricted stock awards, a grant of shares of our common stock in connection with an award made under a long-term incentive plan, or certain other awards.

This excerpt taken from the SHLD 10-K filed Mar 26, 2008.

Equity Compensation Plan Information

The following table reflects information about securities authorized for issuance under our equity compensation plans as of February 2, 2008.

 

     (a)    (b)    (c)

Plan Category

   Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights(1)
   Weighted-average
exercise price of
outstanding
options,

warrants and
rights
   Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))(2)

Equity compensation plans approved by security holders

   350,000    $ 112.90    394,735

Equity compensation plans not approved by security holders

   —        —      —  

Total

   350,000    $ 112.90    394,735

 

(1)

Represents (1) a grant to the Company’s former CEO, Aylwin B. Lewis, of options to purchase 150,000 shares of Holdings’ common stock and (2) a grant to Alan J. Lacy, former Vice Chairman of the Company, of options to purchase 200,000 shares of Holdings’ common stock. On October 18, 2004, Kmart granted Mr. Lewis options to purchase 150,000 shares of Kmart common stock, subject to approval by Kmart’s stockholders. Kmart’s stockholders approved the option grant on March 24, 2005, and these options were

 

16


 

converted into options to purchase an equal number of shares of Holdings’ common stock upon effectiveness of the Merger. The grant to Mr. Lacy was approved by Kmart, the sole stockholder of Holdings on November 16, 2004, in connection with the approval of Mr. Lacy’s employment agreement pursuant to which the options were granted.

(2)

Represents shares of common stock that may be issued pursuant our 2006 Stock Plan. Excludes shares covered by an outstanding plan award that, subsequent to February 2, 2008, ultimately are not delivered on an unrestricted basis (for example, because the award is forfeited, canceled, settled in cash or used to satisfy tax withholding obligations). Awards under the 2006 Stock Plan may be restricted stock awards, a grant of shares of our common stock in connection with an award made under a long-term incentive plan, or certain other awards.

This excerpt taken from the SHLD DEF 14A filed Apr 4, 2007.

Equity Compensation Plan Information

The following table reflects information about securities authorized for issuance under the Company’s equity compensation plans as of February 3, 2007.

 

     (a)    (b)    (c)

Plan Category

   Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
   Weighted-average
exercise price of
outstanding
options, warrants
and rights
   Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))(1)

Equity compensation plans approved by security holders(2)

   350,000    $ 112.90    818,407

Equity compensation plans not approved by security holders

      $   

Total

   350,000    $ 112.90    818,407

(1) Represents shares of common stock that may be issued pursuant to the Company’s 2006 Stock Plan. Excludes shares covered by a plan award that are not delivered on an unrestricted basis (for example, because the award is forfeited, canceled, settled in cash or used to satisfy tax withholding obligations). Awards under the 2006 Stock Plan may be restricted stock awards, a grant of shares of the Company’s common stock in connection with an award made under a long-term incentive plan, or certain other awards.

 

(2) Represents (1) a grant to Aylwin B. Lewis of options to purchase 150,000 shares of Holdings’ common stock and (2) a grant to Alan J. Lacy of options to purchase 200,000 shares of Holdings common stock. On October 18, 2004, Kmart granted Mr. Lewis options to purchase 150,000 shares of Kmart common stock, subject to approval by Kmart’s stockholders. Kmart’s stockholders approved the option grant on March 24, 2005, and these options were converted into options to purchase an equal number of shares of Holdings common stock upon effectiveness of the Merger. The grant to Mr. Lacy was approved by Kmart, the sole stockholder of Holdings on November 16, 2004 in connection with the approval of Mr. Lacy’s employment agreement pursuant to which the options were granted.
This excerpt taken from the SHLD 10-K filed Mar 28, 2007.

Equity Compensation Plan Information

The following table reflects information about securities authorized for issuance under the Company’s equity compensation plans as of February 3, 2007.

 

     (a)    (b)    (c)

Plan Category

   Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
   Weighted-average
exercise price of
outstanding
options,
warrants and
rights
   Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities reflected
in column (a))(1)

Equity compensation plans approved by security holders(2)

   350,000    $ 112.90    818,407

Equity compensation plans not approved by security holders

   —        —      —  

Total

   350,000    $ 112.90    818,407

 

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(1)

Represents shares of common stock that may be issued pursuant to the Company’s 2006 Stock Plan. Excludes shares covered by a plan award that are not delivered on an unrestricted basis (for example, because the award is forfeited, canceled, settled in cash or used to satisfy tax withholding obligations). Awards under the 2006 Stock Plan may be restricted stock awards, a grant of shares of the Company’s common stock in connection with an award made under a long-term incentive plan, or certain other awards.

(2)

Represents (1) a grant to Aylwin B. Lewis of options to purchase 150,000 shares of Holdings common stock and (2) a grant to Alan J. Lacy, former Vice Chairman of Sears Holdings, of options to purchase 200,000 shares of Holdings common stock. On October 18, 2004, Kmart granted Mr. Lewis options to purchase 150,000 shares of Kmart common stock, subject to approval by Kmart’s stockholders. Kmart’s stockholders approved the option grant on March 24, 2005, and these options were converted into options to purchase an equal number of shares of Holdings common stock upon effectiveness of the Merger. The grant to Mr. Lacy was approved by Kmart, the sole stockholder of Holdings on November 16, 2004, in connection with the approval of Mr. Lacy’s employment agreement pursuant to which the options were granted.

This excerpt taken from the SHLD DEF 14A filed Mar 16, 2006.

Equity Compensation Plan Information

        The following table reflects information about the securities authorized for issuance under our equity compensation plans as of January 28, 2006.

 
  (a)

   
   
 
  Number of securities to be issued upon exercise of outstanding options, warrants and rights
  (b)

   
 
  Weighted-average
exercise price of
outstanding options,
warrants and rights

  (c)

Plan Category

  Number of securities remaining available for future issuance under equity compensation
plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders(1)   350,000   $112.90   0
Equity compensation plans not approved by security holders   0   0   0
   
 
 
  TOTAL   350,000   $112.90   0
   
 
 

(1)
Includes a grant to Aylwin B. Lewis of options to purchase 150,000 shares of our common stock and a grant to Alan J. Lacy of options to purchase 200,000 shares of our common stock. On October 18, 2004, Kmart granted Mr. Lewis options to purchase 150,000 shares of Kmart's common stock, subject to approval by Kmart's stockholders. Kmart's stockholders approved the option grant on March 24, 2005, and these options were converted into options to purchase an equal number of shares of our common stock upon effectiveness of the Merger. The grant to Mr. Lacy was approved by Kmart, the sole stockholder of Sears Holdings, on November 16, 2004 in connection with the approval of Mr. Lacy's employment agreement pursuant to which the options were granted.


ITEM 2.  APPROVAL OF 2006 ASSOCIATE STOCK PURCHASE PLAN

        Item 2 is the approval of the Sears Holdings Corporation 2006 Associate Stock Purchase Plan (the "Purchase Plan"). The Board believes that adoption of the Purchase Plan is in the best interests of the Company. Participation in the Purchase Plan provides our employees with an attractive opportunity to purchase shares of our common stock. The Board believes that participating employees will, as stockholders, be more likely to think and act like owners. In addition, in order to attract and retain quality employees, we must provide a competitive benefits package. The Purchase Plan is an attractive addition to our existing employee benefits.

        For these reasons, the Board approved the Purchase Plan in February 2006, subject to approval by our stockholders. The Purchase Plan provides eligible employees the opportunity to purchase shares of our common stock at a discount through payroll deductions. We designed the Purchase Plan so that participating employees and the Company receive favorable tax treatment, as described below. The Compensation Committee (the "Committee") or a subcommittee of the Committee will administer the Purchase Plan.

        The following summarizes the material terms and conditions of the Purchase Plan. Appendix B to this Proxy Statement contains the full text of the Purchase Plan. Stockholders should refer to that appendix for complete and detailed information regarding the Purchase Plan.

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