Saks Fifth Avenue 2008 Annual Report Download - page 168

Once an amount has been credited to a Class Share, it cannot later be transferred to a different Class Share.
5. If a person, including an entity, owns stock in the Corporation, and an interest in another entity (or entities) that
enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction with the Corporation,
such shareholder is considered to be acting as a group with the other shareholders of the Corporation, as appropriate,
only with respect to the ownership in the Corporation prior to the transaction giving rise to the change and not with
respect to the ownership in the other entity (or entities).
6. Code section 318(a) applies to determine ownership of the stock of the Corporation. Stock underlying a vested
option is considered owned by the individual or other person who holds the vested option (and the stock interest
underlying an unvested option is not considered owned by the individual who holds the unvested option). For
purposes of the preceding sentence, however, if a vested option is exercisable for stock that is not substantially
vested (as defined by Treasury Regulations section 1.83-3(b) and (j)), the stock underlying the option is not treated
as owned by the individual or other person who holds the option.
7. A Change of Control does not occur when there is a transfer to an entity that is controlled by the shareholders of the
Corporation immediately after the transfer.
2.07 “Class Share” means a distribution subaccount within an Account type established on behalf of the Participant, in accordance
with the rules and procedures described in Articles 4 and 5 hereof. For each Class Share, the Participant shall establish:
(a) the percentage of each contribution or deferral to be credited to that Class Share,
(b) the investment fund or funds to be used to determine Investment Credits for the Class Share,
(c) the payout parameters applicable to the Class Share.
2.08 “Committee” means the Retirement Committee appointed by the Board to administer the Plan pursuant to Article 8 hereof. If
no such Retirement Committee has been appointed, then the term Committee shall mean the Human Resources and
Compensation Committee of the Board, or any of its delegates.
2.09 “Code” means the Internal Revenue Code of 1986, as amended from time to time.
2.10 “Compensation” means the cash compensation which is earned and otherwise payable to a Participant, including any amounts
that would be payable as cash compensation except for the Participant’s election to defer such amount under this Plan or a plan
under Code section 401(k) or Code section 125. For members of the Board, the term Compensation means retainers and
attendance fees paid by the Corporation to the Director for service as a Director.
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