As filed with the Securities and Exchange Commission on May 16, 2013
Registration No. 333-
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
SEARS HOMETOWN AND OUTLET STORES, INC.
(Exact Name of Registrant as Specified in its Charter)
    
 
 
 
Delaware
 
80-0808358
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
5500 Trillium Boulevard, Suite 501
Hoffman Estates, Illinois 60192
(Address of Principal Executive Offices) (Zip Code)
   
Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan
(Full Title of the Plan)
   
Charles J. Hansen
Vice President, General Counsel, and Secretary
Sears Hometown and Outlet Stores, Inc.
5500 Trillium Boulevard, Suite 501
Hoffman Estates, Illinois 60192
(Name and Address of Agent for Service)
(847) 286-7000
(Telephone Number, Including Area Code, of Agent for Service)
   
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
 
 
 
 
 
 
Large accelerated filer
 

  
Accelerated filer
 

 
 
 
 
Non-accelerated filer
 
x   (Do not check if smaller reporting company)
  
Smaller reporting company
 

 
 




CALCULATION OF REGISTRATION FEE
 
 
 
 
 
 
 
 
 
 
 
Title of Securities to be Registered
 
Amount to   
be registered   
 
Proposed   
maximum offering  
price per share  
 
Proposed maximum  
aggregate offering price  
 
Amount of   
registration  
fee  
Common Stock, $0.01 par value per share
 
4,000,000 (1)
 
$44.28 (2)
 
$177,120,000 (2)
 
$24,159.17
 

(1)
This registration statement covers an aggregate of 4,000,000 shares of Sears Hometown and Outlet Stores, Inc.'s common stock, $0.01 par value per share (“Common Stock”), issuable pursuant to awards granted under the Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of Common Stock with respect to the shares registered herewith issuable as a result of stock splits, stock dividends or similar transactions.
 
 
(2)
Calculated solely for the purpose of determining the amount of registration fee due for this filing in accordance with Rule 457(h)(1) and Rule 457(c) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low prices of Common Stock, as reported on The NASDAQ Stock Market on May 16, 2013.
 
 







PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the instructional note to Part I of Form S-8, this registration statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act. Such documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.      Incorporation of Documents by Reference.
The following documents, filed with the Securities and Exchange Commission (the “Commission”) by Sears Hometown and Outlet Stores, Inc. (the “Registrant”), are incorporated herein by reference:
(a)
the Registrant's Annual Report on Form 10-K for the 53 weeks ended February 2, 2013;
(b)
all other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the document referred to in clause (a) of this Item 3; and
(c)
the description of the Registrant's common stock, $0.01 par value per share (“Common Stock”), contained in the Registrant's Registration Statement on Form 8-A (File No. 001-35641) filed with the Commission under Section 12(b) of the Exchange Act, which incorporates information contained in the section captioned “Description of our Capital Stock” in the Registrant's Registration Statement on Form S-1 (No. 333-181051) dated August 31, 2012 and in the prospectus filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act, including any amendment or report filed for the purpose of updating such description.
The documents incorporated by reference into this registration statement may include, as exhibits, agreements between us and third parties that contain representations and warranties and other agreements and undertakings by us and third parties. These representations and warranties, agreements and undertakings have been made as of specific dates, may be subject to important qualifications and limitations agreed to by the parties to the agreements in connection with negotiating the terms of the agreements, and have been included in the agreements for the purpose of allocating risk between the parties to the agreements rather than to establish matters as facts. All such representations and warranties, agreements, and undertakings have been made solely for the benefit of the parties to the agreements and should not be relied upon by any other person.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than the portions of those documents not deemed to be filed) subsequent to the date hereof and prior to the filing of a post-effective amendment hereto indicating that all securities offered hereunder have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
ITEM 4.      Description of Securities .
Not applicable.

ITEM 5.      Interests of Named Experts and Counsel.
Certain matters with respect to the validity of the securities being registered by this registration statement will be opined on by Charles J. Hansen, Vice President, General Counsel, and Secretary of the Registrant. Mr. Hansen is eligible to participate in the Plan and may receive awards under the Plan; however, as of May 16, 2013, Mr. Hansen did not beneficially own any Common Stock and did not have any awards under the Plan.

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ITEM 6.      Indemnification of Directors and Officers.
Pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The DGCL also permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, except that no indemnification shall be made if such person failed to act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or if, in respect of any claim, issue or matter, such person shall have been adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
To the extent a present or former director or officer is successful in the defense of such an action, suit or proceeding, a corporation is required by the DGCL to indemnify such person for actual and reasonable expenses incurred thereby. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such person is not entitled to be so indemnified. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
The DGCL provides that the indemnification described above shall not be deemed exclusive of other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors' vote, stockholders' vote, and agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.
Each of the Certificate of Incorporation of Sears Hometown and Outlet Stores, Inc., as amended (the “Certificate of Incorporation”), and the Bylaws of Sears Hometown and Outlet Stores, Inc. (the “Bylaws”) requires the Registrant to indemnify and hold harmless, to the fullest extent permitted by applicable law, any director or officer of the Registrant who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Registrant or, while a director or officer of the Registrant, is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (each, a “Proceeding”), against all liability, loss suffered and expenses (including attorney's fees) reasonably incurred by such person. In general, the Registrant will indemnify such a director or officer who initiates an action, suit or proceeding only if such action, suit or proceeding was authorized by the board of directors of the Registrant.
 
 Each of the Certificate of Incorporation and the Bylaws further requires the Registrant, to the extent not prohibited under applicable law, to pay the expenses (including attorneys' fees) incurred by a director or officer of the Registrant in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by such director or officer to repay all amounts advanced if it should be ultimately determined he or she is not entitled to be indemnified under the terms of the Certificate of Incorporation or the Bylaws, as the case may be, or otherwise.

2



Pursuant to the Certificate of Incorporation, a director of the Company is not liable to the Company or its stockholders for monetary damages for a breach of fiduciary duty as a director, except to the extent prohibited by the DGCL, which currently provides that such limitation of liability is prohibited if (i) such director has breached his or her duty of loyalty to the Company or its stockholders, (ii) such director's acts or omissions are not in good faith or involve intentional misconduct or a knowing violation of law, (iii) such director derived an improper personal benefit from the transaction at issue, or (iv) required by Section 174 of the DGCL.

The foregoing statements are subject to the detailed provisions of Sections 102(b)(7) and 145 of the DGCL and the full text of the Certificate of Incorporation and the Bylaws. The indemnification rights conferred by the Registrant are not exclusive of any other right to which persons seeking indemnification may be entitled under any statute, agreement or vote of stockholders or disinterested directors or otherwise.

The Registrant maintains directors' and officers' liability insurance for the benefit of its directors and officers in amounts that it believes are reasonable under the circumstances.

ITEM 7.      Exemption from Registration Claimed.
Not applicable.
ITEM 8.      Exhibits.
The Exhibits to this registration statement are listed in the Exhibit Index on page E-1 of this registration statement. The Exhibit Index and the Exhibits listed therein are incorporated herein by reference.
ITEM 9.      Undertakings.
(a)    The undersigned Registrant hereby undertakes:
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
 

4




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, Illinois, on this 16th day of May, 2013.
 
 
 
 
 
 
SEARS HOMETOWN AND OUTLET STORES, INC.
(Registrant)
 
 
By:
 
/ S /    Steven D. Barnhart         
Name:
 
 
 
Steven D. Barnhart
Title:
 
 
 
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 16, 2013.
 
 
 
 
 
 
* W. Bruce Johnson
W. Bruce Johnson
  
Director, Chief Executive Officer and President
(principal executive officer)
 
 
* Steven D. Barnhart
Steven D. Barnhart
  
Senior Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer)
 
 
* William R. Harker
William R. Harker
  
Chairman of the Board of Directors
 
 
* E.J. Bird
E.J. Bird
  
Director
 
 
* Jeffrey Flug
Jeffrey Flug
  
Director
 
 
* James F. Gooch
James F. Gooch
  
Director
 
 
* Elizabeth Darst Leykum
Elizabeth Darst Leykum
  
Director
 
 
 
* Josephine Linden
Josephine Linden
  
Director

 
By:
 
/S/    Steven D. Barnhart  
 
 
Steven D. Barnhart
 
 
 
* Individually and as Attorney-in-Fact
 



5


EXHIBIT INDEX
 
 
 
 
Exhibit
Number
 
Document Description
 
 
4.1
 
Certificate of Incorporation of Sears Hometown and Outlet Stores, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-35641) for the fiscal quarter ended July 28, 2012).
 
 
4.2
 
Certificate of Amendment of Certificate of Incorporation of Sears Hometown and Outlet Stores, Inc. (incorporated by reference to Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q (File No. 001-35641) for the fiscal quarter ended July 28, 2012).
 
 
4.3
 
Bylaws of Sears Hometown and Outlet Stores, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-35641) filed October 15, 2012).
 
 
5.1*
 
Opinion of Charles J. Hansen, Esq.
 
 
10.1*
 
Form of Restricted Stock Agreement.
 
 
23.1*
 
Consent of BDO USA, LLP.
 
 
23.2*
 
Consent of Charles J. Hansen, Esq. (included in the opinion filed herewith as Exhibit 5.1).
 
 
24.1*
 
Power of Attorney.
 
 
99.1
 
Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan (incorporated by reference to Exhibit 10.14 to the Registrant's Annual Report on Form 10-K (File No. 001-35641) for the 53 weeks ended February 2, 2013).
 
*
Filed herewith.
 
 





















E-1

EXHIBIT 5.1

SEARS HOMETOWN AND OUTLET STORES, INC.
5500 Trillium Boulevard, Suite 501
Hoffman Estates, Illinois 60192

Charles J. Hansen
Vice President, General Counsel, and Secretary
May 16, 2013

Sears Hometown and Outlet Stores, Inc.
5500 Trillium Boulevard, Suite 501
Hoffman Estates, Illinois 60192
Ladies and Gentlemen:
I have acted as counsel for Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-8 of the Company (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof and relating to the registration of 4,000,000 shares of common stock, $0.01 par value per share, of the Company (the “Shares”) issuable pursuant to the terms of the Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan (as may be further amended, supplemented or restated, the “Plan”).
This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”) and Item 8 of Part II of Form S-8.
In such capacity, I have examined the originals, or photostatic or certified copies, of such records of the Company and of public officials and such other documents as I have deemed relevant and necessary as the basis for the opinion set forth below, including the Company’s Certificate of Incorporation, as amended, the Company’s Bylaws, the Plan as currently in effect and the Registration Statement. In my examination, I have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as copies. I have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, I have assumed the accuracy of all other information provided to me by the Company during the course of my investigation, on which I have relied in issuing the opinion expressed below.
Based on and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.
I am licensed in the State of Illinois, and I do not express any opinion with respect to the law of any jurisdiction other than the General Corporation Law of the State of Delaware and the current federal laws of the United States and I do not express any opinion as to the effect of any laws other than those expressly stated herein. I assume no obligation to revise or supplement the opinion rendered in this letter should the present laws, or the interpretation thereof, be changed in respect of any circumstances or events that occur subsequent to the date hereof.




I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under Item 5 in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

/s/ Charles J. Hansen
Charles J. Hansen
Vice President, General Counsel, and Secretary






EXHIBIT 10.1

Sears Hometown and Outlet Stores, Inc.

Form of Restricted Stock Agreement
________, 20__

This is a Restricted Stock Agreement between Sears Hometown and Outlet Stores, Inc. (the “ Company ”) and the individual who has executed this Restricted Stock Agreement above the signature line entitled “Grant Holder” (the “ Grant Holder ”). The term “ this Agreement ” means collectively this Restricted Stock Agreement and each Grant Supplement (defined in section 1 of this Agreement) relating to this Agreement.

Preliminary Statement

This Agreement is made pursuant to the Company’s Amended and Restated 2012 Stock Plan, as amended from time to time (the “ Plan ”). Capitalized terms used but not defined in this Agreement are defined in the Plan.

Terms and Conditions

The Company and the Grant Holder agree as follows:

1. Restricted Stock Grants . This Agreement is a “Stock Agreement” referred to in Section 2.20 of the Plan. For each of the Company’s restricted stock grants to the Grant Holder pursuant to the Plan, this Agreement, the Plan, and each Grant Supplement to this Agreement (which Supplement need not be signed by the Grant Holder), will govern. The shares of Restricted Stock granted by the Company to the Grant Holder pursuant to the Plan together are referred to as the “ Restricted Stock. ” The Company will evidence each grant of Restricted Stock to the Grant Holder by an agreement entitled “Supplement to Restricted Stock Agreement” to be attached to this Agreement from time to time (each a “ Grant Supplement ” and together the “ Grant Supplements ”). Grant Supplements will indicate the number of shares of Restricted Stock granted to the Grant Holder and the restrictions and forfeiture conditions that are applicable to the Restricted Stock granted. This Agreement governs all (a) Restricted Stock granted to the Grant Holder prior to date of this Agreement as to which the forfeiture conditions pursuant to section 2 of this Agreement have not expired as of the date of this Agreement and (b) Restricted Stock granted to the Grant Holder on or after the date of this Agreement. All Grant Supplements, whenever delivered to the Grant Holder, are incorporated into and form a part of this Agreement.

2. Restrictions; Forfeiture Conditions . Each grant of Restricted Stock is subject to each of the restrictions and each of the forfeiture conditions described in this Agreement and in the Grant Supplement applicable to the grant until they have been satisfied or have otherwise expired or been terminated. Failure to satisfy the forfeiture conditions by the times specified on the Grant Supplement will result in the forfeiture of the number of unvested shares of Restricted Stock specified on the Grant Supplement. Unvested Restricted Stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated, or otherwise encumbered. If the Grant Holder’s employment with the Company or its subsidiary terminates for any reason other than as provided in subsections (a) or (b) of section 3 of this Agreement, then the Grant Holder will forfeit all of the Grant Holder’s right, title, and interest in and to the then-unvested Restricted Stock as of the date of employment termination, and the unvested Restricted Stock will revert to the Company immediately following the event of forfeiture. The Grant Holder will forfeit all unvested Restricted Stock if (a) in the opinion of the Committee, the Grant Holder, without the written consent of the Company, engages directly or indirectly in any manner or capacity as principal, agent, partner, officer, director, employee, or otherwise, in any business or activity competitive with the business conducted by the Company or any of its subsidiaries or (b) the Grant Holder performs any act or engages in any activity or conduct that in the opinion of the Chief Executive Officer of the Company or the Committee is inimical to the best interests of the Company. The restrictions and forfeiture conditions imposed by this section 2 will apply to all shares of the Company’s common stock and any other securities issued with respect to the Restricted Stock in connection with mergers, reorganizations, consolidations, recapitalizations, stock dividends, and other changes in corporate structure affecting the common stock of the Company.

3. Expiration and Termination of Restrictions and Forfeiture Conditions . The restrictions and forfeiture conditions imposed by this Agreement on each grant of Restricted Stock will expire on the earlier to occur of the following (the period prior to expiration being the “ Restricted Period ”):

(a) upon the passage of time or upon the achievement of performance goals or upon both the passage of time and the achievement of performance goals, together with such other conditions, all as provided in the Grant Supplement for the grant; and

(b) on the date of termination of the Grant Holder’s employment with the Company or one of its subsidiaries by reason of disability (as determined by the Company) or death, but (i) if the grant includes performance goals then only to the extent the Committee determines that the goals have been satisfied as of the date of termination and (ii) if the grant includes one or more passage-of-time forfeiture conditions all of them will be deemed to have expired on the day immediately preceding the date of termination.

4. Delivery of Restricted Stock . All Restricted Stock will be registered in the name of the Grant Holder as soon as practicable following the Grant Dates specified in the Grant Supplements. The Company will hold the Restricted Stock in accordance with the Plan during the Restricted Period in certificated or uncertificated form as the Committee determines. If in certificated form, certificates for the Restricted Stock for which the Restricted Period has ended will be delivered to the Grant Holder or the Grant Holder’s designee upon request. Delivery may be postponed for a period of time to enable the Company, in exercising reasonable diligence, to comply with registration requirements under federal or state securities laws, stock exchange listing requirements and other rules, and requirements under any other law or regulation applicable to the issuance or transfer of the Restricted Stock. The Grant Holder will deliver to the Company a signed stock power with respect to the Restricted Stock as required by Section 7.2 of the Plan.

5. Voting and Dividend Rights . Subject to the other sentences of this section 5, the Grant Holder, as beneficial owner of the Restricted Stock, has full voting and dividend rights with respect to the Restricted Stock during and after the Restricted Period. During the Restricted Period the Grant Holder may not assign or pledge voting rights or dividend rights with respect to the Restricted Stock. During the Restricted Period the Company will withhold dividends paid by the Company with respect to the Restricted Stock and will not pay the dividends to the Grant Holder, and the Grant Holder will have no right to receive the any dividends paid by the Company with respect to the Restricted Stock, until the Restricted Period ends and the Company has delivered certificates





for the Restricted Stock, or has otherwise transferred the Restricted Stock to the Grant Holder free of the restrictions and forfeiture conditions of this Agreement. If the Grant Holder forfeits any Restricted Stock in accordance with section 2, the Grant Holder’s rights as a beneficial owner of the Restricted Stock, and all of the Grant Holder’s interest in the Restricted Stock, will immediately terminate, and the Grant Holder will not be entitled to payment of past or future dividends or any other right or benefit with respect to the forfeited Restricted Stock. If for any reason the Grant Holder receives dividends with respect to the forfeited Restricted Stock after forfeiture, the Grant Holder will repay to the Company an amount equal to the dividends received.

6. Adjustments . Section 12 of the Plan is applicable to this Agreement and the Restricted Stock.

7. No Right of Continued Employment . Nothing in this Agreement will (a) interfere with or limit in any way the right of the Company or any of the Company’s subsidiaries to terminate the Grant Holder’s employment at any time or (b) confer upon the Grant Holder any right to continue in the employ of the Company or any of the Company’s subsidiaries.

8. Payment of Taxes .

(a) The Grant Holder may make an election to be taxed upon a grant of Restricted Stock under Section 83(b) of the Internal Revenue Code of 1986, as amended, by making an appropriate election with the Internal Revenue Service and by otherwise complying with applicable requirements.

(b) At any time the law requires the Company to withhold federal, state, or local taxes of any kind (including the Grant Holder’s FICA obligation) on behalf of the Grant Holder as a result of the grant of the Restricted Stock, the Grant Holder will pay the required withholding amount to the Company no later than the date due, or to make other arrangements satisfactory to the Company regarding payment of the withholding amount. The obligations of the Company under this Agreement will be conditional on the Grant Holder’s compliance with these withholding payment requirements. The Company and its affiliates will, to the extent permitted by law, have the right to deduct the withholding amount from any payment of any kind otherwise due to the Grant Holder.

9. Grants Subject to Clawback . Each grant of Restricted Stock and all dividends and other payments delivered to the Grant Holder with respect to the Restricted Stock are subject to forfeiture, recovery by the Company, and each other action pursuant to clawback or recoupment policies that the Company may adopt from time to time, including without limitation policies that the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder or as otherwise required by law.

10. Amendment . This Agreement may not be modified, amended, or waived in any manner except in writing signed by the Company and the Grant Holder. The waiver by the Company or the Grant Holder of compliance with any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement or any subsequent breach of a provision of this Agreement.

11. The Plan Controls . The terms contained in the Plan are incorporated into and made a part of this Agreement, and this Agreement will be governed by and construed in accordance with the Plan. If any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement occurs, the provisions of the Plan will be controlling and determinative.

12. Successors . This Agreement will be binding upon all successors of the Company in accordance with the terms of this Agreement and the Plan.

13. Severability . If any one or more of the provisions contained in this Agreement are invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal, or unenforceable provision had not been included.

14. Notice . Notices and communications under this Agreement must be in writing and delivered personally, by overnight courier, or by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Human Resources Department
Sears Hometown and Outlet Stores, Inc.
5500 Trillium Boulevard, Suite 501
Hoffman Estates, Illinois 60192
Attn: Vice President, Human Resources

or any other address designated by the Company in a written notice to the Grant Holder. Notices to the Grant Holder will be directed to the address of the Grant Holder then currently on file with the Company, or at any other address given by the Grant Holder in a written notice to the Company.

15. Administration . The authority to manage and control the operation and administration of this Agreement will be vested in the Committee. The Committee will have all powers with respect to this Agreement that it has with respect to the Plan. All interpretations of this Agreement and the Plan by the Committee and all decisions made by it with respect to this Agreement are final and binding on the Grant Holder and all other persons.

16. Governing Law . Illinois law, other than its conflict of laws principles, will govern interpretation, performance, and enforcement of this Agreement.

Sears Hometown and Outlet Stores, Inc.


By: ____________________
Becky Iliff
Vice President, Human Resources



________________________
Grant Holder



2


Sears Hometown and Outlet Stores, Inc.

Form of Supplement to Restricted Stock Agreement


__________________
Name of Grant Holder

Grant Date: ______________, 20__

_________
Number of Shares of Restricted Stock


Dear Grant Holder:

I am pleased to inform you that Sears Hometown and Outlet Stores, Inc. has granted to you the number of shares of its common stock, $0.01 par value indicated above (the “ Restricted Stock ”). The shares of Restricted Stock are granted to you pursuant, and subject to, the terms and conditions of (1) the Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan (the “ Plan ”), (2) the Restricted Stock Agreement between Sears Hometown and Outlet Stores, Inc. and you (the “ Restricted Stock Agreement ”), and (3) this Supplement to Restricted Stock Agreement. This Supplement to Restricted Stock Agreement is a “Grant Supplement” referred to in the Agreement.

Unless the forfeiture conditions expire earlier in accordance with section 3 of the Restricted Stock Agreement, the restrictions and forfeiture conditions imposed by the Restricted Stock Agreement will expire as to the following percentage of the Restricted Stock on the dates indicated:


Percentage of Restricted Stock
Date of Expiration
of Restrictions and Forfeiture Conditions

[Applicable percentages]
[Expiration Date or Dates]
[Other forfeiture conditions]
[Condition expiration]

Sears Hometown and Outlet Stores, Inc.


By:                     
Becky Iliff
Vice President, Human Resources



EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm
 
To the Board of Directors and Stockholders of
Sears Hometown and Outlet Stores, Inc.
Hoffman Estates, Illinois

We hereby consent to the incorporation by reference, in this registration statement on Form S-8 of Sears Hometown and Outlet Stores, Inc., of our report dated April 1, 2013, relating to the consolidated financial statements appearing in the Annual Report on Form 10-K of Sears Hometown and Outlet Stores, Inc. for the year ended February 2, 2013.

BDO USA, LLP
Chicago, Illinois
May 16, 2013




EXHIBIT 24.1

POWER OF ATTORNEY

Each of the undersigned does hereby constitute and appoint STEVEN D. BARNHART, CHARLES J. HANSEN, and W. BRUCE JOHNSON, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys, to execute, file, and deliver all instruments and to do all acts and things which said attorneys and agents, or any of them, deem advisable to enable SEARS HOMETOWN AND OUTLET STORES, INC., a Delaware corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission in respect thereto, relating to the registration statement on Form S-8 concerning securities available to be granted, awarded, or otherwise offered under the Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan (the “Registration Statement”), which Registration Statement is to be filed by the Company with the Securities and Exchange Commission, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his or her name in the name and on behalf of the Company or as a director or officer, or both, of the Company, to the Registration Statement and all amendments (including all pre- and post-effective amendments) and papers supplemental thereto; and the undersigned does hereby fully ratify and confirm all that said attorneys and agents or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.
Dated: May 14, 2013

/s/ E.J. Bird
______________________________
E.J. Bird
 

/s/ W. Bruce Johnson
______________________________
W. Bruce Johnson


/s/ Elizabeth Darst Leykum
______________________________
Elizabeth Darst Leykum



/s/ Jeffrey Flug
______________________________
Jeffrey Flug

 

/s/ James F. Gooch
______________________________
James F. Gooch

 
/s/ Josephine Linden
______________________________
Josephine Linden


/s/ William R. Harker
______________________________
William R. Harker