Sears 2010 Annual Report Download - page 105

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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”), at 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, at 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 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 April 6, 2010, W. Bruce Johnson, Executive Vice President - Off-Mall Businesses and Supply Chain of
the Company, received an award of 40,000 shares of restricted stock under the Company’s 2006 Stock Plan,
which award is scheduled to vest on a graduated basis, with 10,000 shares vesting on each of the first four
anniversaries of the grant date. On March 10, 2011, the vesting schedule of the award was amended to provide
that if Mr. Johnson’s employment is involuntarily terminated (other than for Cause, Disability (each as defined)
or death), he will be deemed to have vested in any portion of the award that he was scheduled to vest in during
the 15 months immediately following such termination date.
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