This excerpt taken from the SHLD 10-K filed Mar 26, 2008.
UMBRELLA INCENTIVE PROGRAM (UIP)
Pursuant to the authority reserved to the Board or the Committee under Section 8 of the Sears Holdings Corporation Umbrella Incentive Program (UIP), the UIP is hereby amended in the following respects, effective as of March 15, 2007:
1. Section 2.1 of the UIP is amended by adding a new sentence at the end thereof to read as follows:
Notwithstanding the forgoing, with respect to any annual incentive plan established under the UIP, the term Eligible Employee shall mean those salaried and hourly employees of the Company or a Subsidiary who are designated as Eligible Employees under the terms of the annual incentive plan and thereby become Participants under such annual incentive plan.
2. Section 2.2 of the UIP is amended by adding a new sentence at the end thereof to read as follows:
Notwithstanding the forgoing, with respect to any annual incentive plan established under the UIP, the eligibility of newly hired employees shall be determined in accordance with the terms of the applicable annual incentive plan.
3. The first sentence of Section 3.6(b) of the UIP is amended by:
(a) Inserting the following clause immediately after (x) bankruptcy-related matters of the predecessor company,:
(xi) investment income or loss, and; and
(b) Relettering item (xi) as (xii).
4. Except as amended herein, the UIP is hereby confirmed in all other respects.