Saks Fifth Avenue 2008 Annual Report Download - page 186

ARTICLE 8
AMENDMENT AND TERMINATION OF PLAN
The Committee, the Board or their agents may amend the Plan (without the consent of any Participant, former Participant or
Beneficiary) at any time, provided that such amendment does not decrease or divest any then Participant or former Participant of
the vested amounts in his Account as of the date of amendment.
The Board may terminate the Plan (without the consent of any Participant, former Participant or Beneficiary) at any time in
accordance with the provisions described herein.
A Successor Company under a plan of reorganization may adopt the Plan for Participants employed by the Successor Company.
With the approval of the Board, all assets and liabilities may be transferred to the Successor Company for Participants employed
by the Successor Company. For this purpose, “Successor Company” shall mean any company which adopts this Plan for any
former employees who become employees of a Successor Company under a plan of reorganization.
The Plan may be terminated, and Participant’s Accounts distributed, at the Boards discretion, under any of the following
conditions:
8.01 Amendment.
8.02 Plan Termination.
(a) The Corporation may terminate the Plan at its sole discretion, provided that:
(1) all arrangements sponsored by the Corporation that would be aggregated with this Plan under section 1.409A-1(c)(2)
of the regulations under Code section 409A are terminated with respect to all participants;
(2) no payments will be made, other than those otherwise payable under the terms of the Plan absent a Plan termination,
within twelve (12) months of the termination of the Plan;
(3) all payments will be made within twenty-four (24) months of such termination;
(4) the Corporation does not adopt a new arrangement that would be aggregated with any terminated arrangement under
Code section 409A and the regulations thereunder at any time within the three year period following the date of
termination of the Plan, and
(5) the termination does not occur proximate to a downturn in the financial health of the Corporation.
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