Saks Fifth Avenue 2008 Annual Report Download - page 202

Exhibit 10.38
Employment Agreement
[Date]
This Employment Agreement (this “Agreement”) is entered into as of the day of (the “Effective Date”) by
and between Saks Incorporated (the “Company”) and (the “Executive”).
WHEREAS, the Company and the Executive desire that the Company commence or continue the employment of the Executive
as [Title] pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Company and the
Executive hereby agree as follows:
1. Employment; Term. The Company shall continue to employ the Executive, and during the Executive’s employment the
Executive shall continue to serve, as [Title]. The Executive shall report to the Company’s [Title of Manager] and the Executive’s
place of business shall be located in [Location of Employment]. The term of this Agreement shall commence on the Effective Date
and shall continue until the fifth anniversary of the Effective Date (the “Initial Term Date”), provided that the term of this Agreement
shall automatically be extended for an additional year on each anniversary thereafter unless the Board of Directors of the Company
(the “Board”) notifies the Executive of its intention to amend or terminate the Agreement. If the Board decides to amend or terminate
the Agreement, it must notify the Executive within the (30) days prior to the applicable anniversary of the Effective Date, provided
that the Board may not notify the Executive of any amendment or termination of the Agreement earlier than the thirty (30) days prior
to the fourth anniversary of the Effective Date or amend or terminate the Agreement prior to the Initial Term Date. If the Board
notifies the Executive of an amendment adverse to the Executive or terminates the Agreement, any such adverse amendment or
termination shall be effective no earlier than the second anniversary (i.e., 2 years) following such notification. The Executive shall
have thirty (30) days following any such notification of an adverse amendment to accept such amendment or terminate the
Agreement, provided that the date of termination shall be mutually agreed to by the Company and the Executive and shall be no later
than 120 days from the date on which the Executive provides notice to the Company. Notwithstanding the foregoing, this Agreement
may be terminated prior to or after the Initial Term Date pursuant to Section 4, 5, 6, 7, 8 or 9 of this Agreement. The date on which
employment is terminated pursuant to the terms of this Agreement shall be the “Employment Termination Date.” On the Effective
Date, all prior agreements and arrangements shall terminate and shall be of no further force or effect.
2. Duties. During his employment, the Executive shall devote substantially all of his working time, energies and skills to the
benefit of the Company’s business. The Executive shall serve the Company diligently and to the best of his ability and use his best
efforts to follow the policies and directions of the Company’s Chief Executive Officer and of the Board. The Executive may engage
in charitable, civic or community activities, manage his personal investments and, with prior approval of the Board of Directors of the
Company (the “Board”), may serve as a director of any other business corporation, provided that such activities or service do not
materially interfere with the Executive’s duties hereunder or violate the terms of any of the covenants contained in Section 12 hereof.