Saks Fifth Avenue 2008 Annual Report Download - page 187

If the Plan is terminated pursuant to this subsection (c), than any elections by Participants pursuant to Section 5.11 hereof
shall be superceded by the Plan termination.
A Plan termination shall not reduce the amounts credited to the Account of any Participant or the vesting of any Participant,
determined as of the date of such termination. Such termination shall be in writing and authorized by the Board.
Neither the Corporation, nor any officer, nor any Board member thereof shall have any liability as a result of the amendment or
termination of the Plan. Without limiting the generality of the foregoing, the Corporation shall have no liability for terminating
the Plan notwithstanding the fact that a Participant may have expected to have future credits made on Participant’s behalf
hereunder had the Plan remained in effect.
(b) The Corporation, at its discretion, may terminate the Plan within twelve (12) months of a corporate dissolution taxed under
Code section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that amounts
deferred under the Plan are included in the gross income of Participants in the latest of the following years (or, if earlier,
the taxable year in which the amount is actually or constructively received):
(1) the calendar year in which the Plan termination occurs;
(2) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or
(3) the first calendar year in which the payment is administratively practicable.
(c) The Corporation, at its discretion, may terminate the Plan pursuant to irrevocable action taken by the Corporation within
the thirty (30) days preceding or the twelve (12) months following a Change in Control, provided:
(1) all agreements, methods, programs and other arrangements sponsored by the Corporation (or its successor)
immediately after the Change in Control which are treated as a single plan under section 1.409A-1(c)(2) of the
regulations under Code section 409A are also terminated;
(2) all payments to Participant are made within twelve (12) months of the date of Plan termination; and
(3) all participants under the other terminated similar arrangements described in clause (1) are required to receive all
amounts of deferred compensation within twelve (12) months of the action taken by the Corporation (or its
successor) to terminate such arrangements.
8.03 No Liabilit
y
for Plan Amendment or Termination.
12/14/2008
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