Saks Fifth Avenue 2008 Annual Report Download - page 167

ARTICLE 2
DEFINITIONS
Each following word, term and phrase shall have the following respective meanings whenever such word, term or phrase is
capitalized and used in any Article of this Plan unless the context clearly indicates otherwise:
For purposes of this Plan and applying the definition of Change of Control:
2.01 “Account” means the combination of the Participant’s Deferred Compensation Account, Stock Grant Account, Frozen Account
and such other accounts as may be established under the Plan on behalf of the Participant. All amounts which are credited to
such Account are credited solely for computation purposes.
2.02 “Basic Compensation” means the portion of a Participant’s Compensation that is paid in the form of base salary. For Directors,
the term Basic Compensation means retainers and attendance fees paid by the Corporation to the Director for service as a
Director.
2.03 “Beneficiary” means the person, persons or entities designated by the Participant to receive benefits hereunder upon the death
of the Participant.
2.04 “Board” means the Board of Directors of the Corporation.
2.05 “Bonus Compensation” means the portion of a Participant’s Compensation that is paid in the form of a bonus as part of the
Participating Company’s annual bonus program. Bonuses paid outside the annual bonus program are not considered to be Bonus
Compensation.
2.06 “Change in Control” means a change in the ownership of the Corporation where any one person, or more than one person
acting as a group, acquires ownership of stock of the Corporation that, together with stock held by such person or group,
constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Corporation.
1. Permitted transfers shall be disregarded when determining whether a Change of Control has occurred.
2. If any one person, or more than one person acting as a group, is considered to own more than fifty percent (50%) of
the stock of the Corporation, the acquisition of additional stock in the Corporation by the same person or persons is
not considered to cause a Change of Control of the Corporation.
3. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a
transaction in which the Corporation acquires its stock in exchange for property will be treated as an acquisition of
stock in the Corporation.
4. Persons will not be considered to be acting as a group solely because they purchase or own stock of the Corporation
at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a
group if they are owners of another entity and the Corporation enters into a merger, consolidation, purchase or
acquisition of stock, or similar business transaction with that other entity.
12/14/2008
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