Saks Fifth Avenue 2008 Annual Report Download - page 176

Deferral Elections with respect to performance-based Stock Grants shall be made pursuant to the requirements of
subsection (b)(4) below. Deferral Elections with respect to Stock Grants which are not performance-based must be
made no later than the end of the calendar year prior to the calendar year in which the Stock Grand is earned.
Notwithstanding the foregoing, if the Participant has a legally binding right to a non performance-based Stock Grant
in a subsequent calendar year that is conditioned on the Participant’s providing services for at least twelve
(12) months, a Deferral Election with respect to such Stock Grant may be made on or before the thirtieth (30
th
) day
after the Participant obtains the legally binding right to the Stock Grant, provided that the Deferral Election is made
at least twelve (12) months before the Stock Grant becomes vested.
Notwithstanding the foregoing, Deferral Elections with respect to Compensation and/or Stock Grants not otherwise
provided for herein, which are performance-based must be made at least six (6) months prior to the end of the
performance period. For purposes for this Section, whether or not Compensation and/or Stock Grants are
performance-based is determined pursuant to Code section 409A and the regulations thereunder.
At the discretion of the Committee with respect to a Plan Year, Lost Match Amounts may be credited to a Participant’s Deferred
Compensation Account for such Plan Year in accordance with the provisions of this Section. For a Plan Year with respect to
which the Committee has determined that Lost Match Amounts shall be credited, this Section shall apply to a Participant whose
employer matching contribution under the Saks Incorporated 401(k) Retirement Plan (the “401(k) Plan”) for such Plan Year was
limited due to the operation of the deferral limit under Code section 402(g) and the
(3) Stock Grants
(4) Performance-Based Elections
(c) Limitations on Deferral Percentage Amounts. A Participant may elect to make a deferral of up to ninety percent
(90%) of the Participant’s Basic Compensation and up to one hundred percent (100%) of the Participant’s Bonus
Compensation and Stock Grants otherwise payable to him. Notwithstanding the foregoing, the deferral limit applicable to
Basic Compensation for Directors shall be one hundred percent (100%).
(d) Cessation of Deferrals for In-Service Class Shares. Deferrals into an In-Service Class Share must be discontinued at
least one full calendar year before the first scheduled distribution from that In-Service Class Share.
(e) Withholding and Crediting of Deferral Amounts. The Participating Company shall withhold the specified amounts
deferred by the Participant hereunder which is otherwise payable to the Participant, and shall credit amounts equal to such
withheld amounts to the Participant’s Account.
4.03 Lost Match Amounts.
12/14/2008
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