Saks Fifth Avenue 2008 Annual Report Download - page 213

(d) Refunds. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(c), the
Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Executive shall (subject to the
Company’s compliance with the requirements of Section 11(c)) promptly pay to the Company the amount of the refund
(together with any interest paid or credited on the refund after taxes applicable to it). If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 11(c), a determination is made that the Executive will not be entitled to
any refund with respect to the claim and the Company does not notify the Executive in writing of its intent to contest the denial
of refund prior to the expiration of 30 days after such determination, then the advance shall be forgiven and shall not be required
to be repaid and the amount of the advance shall offset, on a dollar-for-dollar basis, the amount of Gross-Up Payment required
to be paid.
(e) Survival. The rights of the Executive, and the obligations of the Company, in this Section 11 shall survive the
termination of the Executive’s employment and the termination of this Agreement.
12. Protection of the Company’s Confidential Information and Goodwill.
(a) Confidential Information. For purposes of this Agreement, “Confidential Information” includes, without limitation but
subject to the next sentence, all documents and information of the Company or one of more of its subsidiaries, in all forms and
mediums, concerning or evidencing one or more of the following: sales; costs; pricing; strategies; forecasts and long-range
plans; financial and tax information; personnel information; business, marketing, and operational projections, plans, and
opportunities; and customer, vendor, and supplier information. Confidential Information excludes any document or information
that is or becomes available to the public other than as a result of any breach of this Agreement or other unauthorized disclosure
by the Executive. Confidential Information does not have to be designated as such to constitute Confidential Information.
(b) Non-Disclosure; Non-Competition; and Remedies.
(i) The Executive acknowledges and agrees that (A) the business of the Company and its affiliates is highly
competitive, (B) that the Company and its affiliates have expended considerable time and resources to develop goodwill
with its customers, vendors, and others and to create, exploit, and protect Confidential Information, (C) the Company and
its affiliates must continue to prevent the dilution of their goodwill and unauthorized use and disclosure of Confidential
Information to avoid irreparable harm to their businesses, (D) the Executive’s participation in the business activities of the
Company and its affiliates is and will be integral to the continued operation, goodwill, and success of the business of the
Company and its affiliates, (E) the Executive will be creating Confidential Information, and (F) the Executive will have
access to Confidential Information that could be used by third parties in a manner that would be detrimental to the
competitive position of the Company or one of its affiliates.
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