Exhibit 10.7
Richard T. Gibson Chief Financial Officer Orchard Supply Hardware 6450 Via Del Oro San Jose, California 95119 |
February 1, 2007
William C. Robertson
24 Haverhill Road
Laguna Niguel, California 92677
Dear Bill,
I am pleased to extend to you our offer to join Orchard Supply Hardware as Vice President and Controller, reporting to me. This letter serves as a confirmation of our offer. Some key elements of the offer are as follows;
• | Your start date will be March 5, 2007, unless we mutually agree otherwise. |
• | Base salary at an annual rate of $185,000, paid bi-weekly and in arrears, with periodic increases based on your performance. |
• | A one-time sign on bonus of $25,000 (before taxes) payable after 90 days of your start dale. If you leave OSH within the first 12 months of employment, yon will be required to reimburse the company for the full amount of the sign-on bonus. |
• | You will be eligible for an annual incentive target opportunity of 30% of your annual base salary. Under our current incentive plan, the actual amount of the incentive you earn may range from 0% to 200% depending on how well you and the company perform. Your award for this fiscal year 2007 will be paid pro-rata based on your actual start date. |
• | The Company shall recommend to the committee that administers the Company’s stock incentive plan that you be granted, as soon as approved by the committee after your start date, three (3) separate grants of options to purchase a total of 702 shares (234 shares in each grant) of the Company’s Class B common stock, which shares (i) have exercise prices as determined appropriate by the committee but in no case less than the fair market value as of the grant date, and (ii) will vest in five (5) equal annual installments from the date of grant, provided that you remain continuously employed by the Company through each applicable vesting date. In addition, in order to exercise any of the options you would be required to become a party to the Company’s stockholder agreement. |
• | You arc eligible for relocation assistance in accordance with the Company’s standard relocation policy. The Relocation Benefits package will be sent to you from Prudential Relocation. To receive relocation assistance, you must sign the Sears Relocation Repayment Agreement, which requires you to pay back to the company all or part of the assistance you receive in the event that you voluntarily leave OSH within the time frames specified in the agreement. Please contact Sandy Whitehouse, Vice President-HR, at (408) 365-2698 if you have any questions regarding relocation assistance. |
• | You are eligible to receive 3 weeks paid vacation and 4 paid personal days annually, which will be pro-rated this year based on your start date. Added to this, you will qualify for six paid National Holidays each year. |
• | In addition to the above, during the course of your employment, you will be entitled to participate in a variety of benefits available to salaried associates, including medical and dental. Coverage for medical and dental begins upon your start date, provided you enroll within your eligibility period. You will also be eligible to begin participation in the 401(k) savings plan on the first day of the third month following your date of hire. The company expects to continue the benefit plans, but reserves the right to modify, amend or terminate tiny or all of the plans at any time. |
William Robertson Offer Letter, page 1
• | As with all our associates, your employment with the company is “at will”, not for a specific term, and you or the company may terminate the employment relationship at any time for any reason, with or without cause or notice. You should not regard this letter, or other statements, policies or representations, as a contract of employment. |
This offer is made to you based on your representation to the Company that your acceptance of employment with the Company and your performing the contemplated services does not and will not conflict with or result in any breach or default under any agreement, contract or arrangement which you arc a party to or violate any other legal restriction.
This offer also is contingent upon satisfactory completion of a background check, a drug test (to be taken within 48 hours of your acceptance of this offer) and employment verification. On your first day of work, you must present documentation to establish your identity and employment eligibility to work in the United States. This documentation will be used to complete the legally required Form 1-9 for the United States Citizenship and Immigration Services.
We are looking forward to your joining us. I am sure you will make an important contribution to the success of Orchard Supply Hardware.Please confirm your acceptance of this offer by signing and returning this offer letter no later than February 6, 2007 to Sandy Whitehouse, fax: (866) 254-4753. If you need additional information or clarification, please call.
Sincerely, |
/s/ Richard T. Gibson |
Richard T. Gibson Chief Financial Officer Orchard Supply Hardware |
Accepted: | /s/ William C. Robertson | Date: | 2/7/07 | |||
William C. Robertson |
cc | Sandra C. Whitehouse, Vice President-HR, Orchard Supply Hardware |
Deena Davalos, Director-HR Services, Orchard Supply Hardware |
William Robertson Offer Letter, page 2