Sears 2009 Annual Report Download - page 102

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer,
conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, the
principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our
disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
In addition, based on that evaluation, no changes in our internal control over financial reporting have
occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
See Management’s Annual Report on Internal Control over Financial Reporting and the Report of
Independent Registered Public Accounting Firm included in Item 8 of this Report, which reports are incorporated
herein by this reference.
Item 9B. Other Information
On March 8, 2010, the Compensation Committee approved a new compensation package for Mr. Collins,
our Senior Vice President and Chief Financial Officer. Mr. Collins will receive, effective January 30, 2010, an
increase in base salary from $600,000 to $700,000 and an increase in his annual incentive opportunity under the
Company’s annual incentive plans from 75% of base salary to 90% of base salary. Mr. Collins also received a
restricted stock award of 4,950 shares under the Company’s 2006 Stock Plan, which will vest in full on the third
anniversary of the grant date, provided that he is an employee of the Company on the vesting date. Mr. Collins’s
restricted stock award is governed by the terms and conditions of the Company’s standard form of restricted
stock award agreement and the Company’s 2006 Stock Plan.
On March 12, 2010, one of our current directors, Kevin B. Rollins, advised us that he has decided not to
stand for re-election to our Board of Directors at the Company’s Annual Meeting of Stockholders to be held on
May 4, 2010. Mr. Rollins has indicated his intention to serve until the Annual Meeting.
102