Saks Fifth Avenue 2008 Annual Report Download - page 208

“Good Reason” shall mean: (i) a material diminution in the Executive’s duties, responsibilities or authority; (ii) any other
material breach of the terms of this Agreement by the Company, it being understood that (A) in anticipation of, upon or
following a Change in Control, any reduction in the Executive’s Base Salary, annual bonus opportunity or severance
payment upon a termination of employment, without the substitution of an equivalent benefit, shall constitute a material
breach of the terms of this Agreement, and (B) not in anticipation of, upon or following a Change in Control, any reduction
in the Executive’s Base Salary, annual bonus opportunity or severance payment upon a termination of employment, in any
such case below the level specified by this Agreement without the substitution of an equivalent benefit, shall constitute a
material breach of the terms of this Agreement; (iii) a relocation of the Executive’s principal place of business that
increases the Executive’s commute to his principal place of business by more than 35 miles; (iv) the failure of the
Company to obtain the assumption agreement from any successor as contemplated in Section 13(g) hereof, it being
understood that if the Executive terminates his employment for Good Reason as a result of the Company’s failure to obtain
such assumption agreement, the obtaining of such assumption agreement subsequent to such termination of employment
shall have no effect upon the Executive’s rights to receive payments and benefits upon his termination of employment for
Good Reason; (v) an amendment of the terms of this Agreement by the Board in a manner adverse to the Executive
pursuant to Section 1; or (vi) the termination of this Agreement by the Board other than in compliance with Section 1.
Following a Change in Control, or with respect to an action taken by the Company in anticipation of a Change in Control,
any good faith determination of Good Reason made by the Executive shall be conclusive, provided that any action that is
remedied by the Company within 30 days after receipt of notice of Good Reason given by the Executive shall not
constitute Good Reason.
5. Termination Due to Retirement. This Agreement shall terminate upon the Executive’s retirement upon or after the date on
which the Executive attains age 65, except that (a) the Executive shall have the right to receive the payments in the amounts and at the
times described in Sections 4(a)(i)(A), (B) and (C) hereof and described in Section 4(b)(ii)(B) hereof; (b) the Executive’s
unexercisable stock options, unvested shares of restricted stock and unvested performance shares shall vest as described in Section 4
(b)(ii)(E) hereof; (c) the Executive shall have the right to receive all benefits in accordance with Section 3(d) hereof that would be
payable upon the Executive’s retirement; and (d) the Company’s obligations in Sections 11, 13(f) and 13(h) of this Agreement, and
the Executive’s obligations in Sections 11, 12 and 13(h) of this Agreement, shall continue in effect in accordance with their respective
terms.
6. Termination Due to Death. This Agreement shall terminate upon the Executive’s death, except that (a) the Executive’s estate
shall have the right to receive the payments in the amounts and at the times described in Sections 4(a)(i)(A), (B) and (C) hereof and
described in Section 4(b)(ii)(B) hereof, but without regard to any delay in payment provided in Section 10 hereof; (b) the Executive’s
unexercisable stock options, unvested shares of restricted stock and unvested performance shares shall vest as described in Section 4
(b)(ii)(E) hereof; and (c) the Executive’s estate shall have the right to receive all benefits in accordance with Section 3(d) hereof that
would be payable upon the Executive’s death. In addition, the Executive’s estate and dependents shall have any rights that they may
have under COBRA or any other federal or state law or that are derived independent of this Agreement by reason of the Executive’s
participation in any employee benefit arrangement or plan maintained by the Company.
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