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          Compensation Committee Charter

          Charter of the Compensation Committee of the Board of Directors of Sears Holdings Corporation


          The Compensation Committee of the Board of Directors (the "Board") of Sears Holdings Corporation (the "Company") is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s Chief Executive Officer (the "CEO"), the Company’s executive officers and other senior executives of the Company (the "Senior Executives"). The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the CEO and the Senior Executives.

          The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement.

          Committee Membership

          The Compensation Committee shall consist of no fewer than two members. The members of the Compensation Committee shall satisfy the independence requirements of the NASDAQ Stock Market ("NASDAQ"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations of the U.S. Securities and Exchange Commission, and all other applicable laws and regulations, in each case with respect to compensation committees.

          The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. One member of the Compensation Committee shall be appointed as its Chair by the Board. The Chair of the Compensation Committee shall preside at each meeting. Compensation Committee members may be replaced by the Board.

          Committee Authority and Responsibilities

          1. The Compensation Committee shall have the authority, in its sole discretion, to retain and terminate, or obtain the advice of, any adviser to be used to assist it in the performance of its duties, but, except with respect to in-house legal counsel, only after taking into consideration factors relevant to the adviser’s independence from management specified in NASDAQ Listing Rule 5605(d)(3) or any successor provision thereto. The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any advisers retained by the Compensation Committee and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention. The Company shall provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation for any advisers retained by the Compensation Committee.
          2. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board the CEO’s overall compensation levels based on this evaluation. In evaluating the incentive components of CEO compensation, the Compensation Committee shall consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.
          3. The Compensation Committee shall, at least annually, review, determine and approve the annual base salaries, bonuses, fees and annual incentive opportunities of the CEO and the Senior Executives. In addition, periodically and as and when appropriate, the Compensation Committee shall review and approve the following as they affect the CEO and the Senior Executives: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (d) any benefits and perquisites. In addition, the Compensation Committee shall receive periodic reports on the Company’s compensation programs as they affect all employees. Finally, the Compensation Committee shall review and approve any special or supplemental compensation and benefits for the CEO and the Senior Executives and persons who formerly served as the CEO and/or as Senior Executives, including supplemental retirement benefits and the perquisites provided to them during and after employment. The CEO shall not be present during the voting or deliberations on his or her compensation.
          4. Review, approve or, when appropriate, make recommendations to the Board regarding, the Company’s compensation plans, including with respect to incentive compensation plans and equity-based plans, policies and programs.
          5. Approve grants and/or awards of restricted stock, stock options and other forms of equity-based compensation under the Company’s stock option, incentive compensation and equity-based plans.
          6. The Compensation Committee shall monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers and with all other applicable laws affecting employee compensation and benefits.
          7. Develop and implement any policies with respect to the recovery or “clawback” of any excess compensation (including stock options) paid to any of the Company’s executive officers based on erroneous data.
          8. The Compensation Committee shall oversee the Company’s compliance with any applicable requirements under NASDAQ rules that shareholders approve equity compensation plans.
          9. Review the results of any advisory stockholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes.
          10. Review and discuss with management the compensation discussion and analysis required to be included in the Company’s annual report or proxy statement.  Based on such review and discussion, the Committee shall make a recommendation to the Board as to whether such compensation discussion and analysis shall be included in such annual report or proxy statement and shall prepare the compensation committee report required to be included in such annual report or proxy statement.
          11. The Compensation Committee will monitor and evaluate matters relating to the compensation and benefits structure of the Company as the Compensation Committee deems appropriate, including: (a) provide guidance to senior management on significant issues affecting compensation philosophy or policy, and (b) evaluate whether the risks arising from the Company's compensation policies and practices for its employees would be reasonably likely to have a material adverse effect on the Company.
          12. The Compensation Committee may form and delegate authority to subcommittees when appropriate.
          13. The Compensation Committee shall make regular reports to the Board.
          14. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
          15. The Compensation Committee shall annually review its own performance. 

          ©2019 Sears Brands, LLC