Saks Fifth Avenue 2008 Annual Report Download - page 207

(B) not less than eight, and not more than 10, days following the Executive’s execution and delivery of the
Release, the amount of any annual cash bonus earned by the Executive and payable, but not yet paid, for the fiscal
year prior to the fiscal year in which the Employment Termination Date occurs, with the portion of the bonus that is
based on corporate objectives being paid in accordance with the applicable formula or the achievement of the
corporate objectives applicable to the Executive and his direct reports, and the portion of the bonus that is based on
personal objectives being paid at the target level of the achievement;
(C) not less than eight, and not more than 10, days following the Executive’s execution and delivery of the
Release, an amount equal to the product of the Executive’s target bonus potential amount described in Section 3(b)
for the fiscal year during which the Employment Termination Date occurs multiplied by a fraction the numerator of
which is the number of days that have elapsed during the fiscal year in which the termination of employment occurs
to and including the Employment Termination Date and denominator of which is 365;
(D) the amounts and at the times described in Sections 4(a)(ii)(E) and (F);
(E) all of the Executive’s unexercisable stock options, unvested shares of restricted stock and fully earned
performance shares subject to restrictions on vesting based on time and the target number of performance shares that
have not been earned and are subject to restrictions on vesting based on performance shall immediately vest in full,
provided that all such equity awards shall vest in full upon a Change in Control in which the shareholders of the
Company receive consideration other than publicly-traded stock; and
(c) For purposes of this Agreement:
“Cause” shall mean and be strictly limited to: (i) serious willful misconduct; (ii) commission of a felony arising from
specific conduct of the Executive and having, in the reasonable judgment of the Board, an adverse effect upon the
Executive’s qualifications or ability (personal or professional) to perform his duties hereunder; (iii) perpetration of a fraud
against the Company; or (iv) the refusal of the Executive to testify, if requested to do so, in any proceeding in which the
testimony requested relates in any manner to the duties of the Executive as an officer or director of the Company.
“Change in Control” shall have the meaning set forth in the definition of such term in Section 18(a) of the Saks
Incorporated 2004 Long-Term Incentive Plan.
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