Saks Fifth Avenue 2008 Annual Report Download - page 190

Exhibit 10.32.1
Amendment to Employment Agreement
This Amendment to the Employment Agreement (the “Agreement”), dated as of April 17, 2007 between Kevin G. Wills (the
“Executive”) and Saks Incorporated (the “Company”) is entered into as of December 18, 2008 by the Company and the Executive.
Capitalized terms used in this Amendment, but not defined shall have the same meaning ascribed to them in the Agreement.
Recitals
WHEREAS, the Company believes that it is in the best interests of the Company and the Executive to clarify how the payments
would be reduced under Section 7(a) of the Agreement;
WHEREAS, the Company has caused this Amendment to the Employment Agreement (the “Amendment”), which clarifies
how the payments would be reduced under Section 7(a) of the Agreement, to be prepared;
WHEREAS, the Company and the Executive have determined that it would be in the best interest of the Company and the
Executive to adopt this Amendment; and
WHEREAS, Section 9(c) of the Agreement requires that any modification of the Agreement be in writing signed by the party to
be charged in order to be effective.
NOW THEREFORE, the parties agree to amend the Employment Agreement, effective December 3, 2008, as follows:
Section 7(a) of the Agreement is hereby deleted and replaced in its entirety with the following:
“(a) Amount of Gross-Up Payment. Anything in this Agreement to the contrary notwithstanding, if any payment or
distribution by SKS or its affiliated companies to or for the benefit of the Executive (whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional
payments required under this section 7 (a “Payment”) becomes or would become subject to the excise tax imposed by
Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are together referred to as the “Excise Tax”), then, subject to the
next sentences of this subsection (a), SKS will make an additional payment to the Executive (a “Gross-Up Payment”) in an
amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, the