Saks Fifth Avenue 2008 Annual Report Download - page 215

(iv) The Executive agrees to not engage in a Prohibited Activity for the period beginning on the date of this
Agreement and ending 12 months from the date of termination of the Executive’s employment for any reason. “Prohibited
Activity” means any one or more of the following:
(A) Directly disparaging the Company or any of its affiliates, or any operations of the Company or any of its
affiliates, or any current or future officer, director, or employee of the Company or any of its affiliates.
(B) Whether on the Executive’s own behalf or on behalf of any other individual, partner, firm, corporation, or
business organization, either directly or indirectly soliciting or inducing or attempting to solicit or induce any person
who is then employed by the Company or any of its affiliates to leave that employment.
(C) Whether on the Executive’s own behalf or on behalf of any other individual, partnership, firm, corporation,
or business organization, either directly or indirectly soliciting or inducing, or attempting to solicit or induce any
person who is then a customer, supplier, or vendor of the Company or any of its affiliates to cease being a customer,
supplier, or vendor of the Company or to divert all or any part of such person’s or entity’s business from the
Company or any of its affiliates.
(D) Associating, directly or indirectly, as an employee, officer, director, agent, partner, owner, stockholder,
representative, consultant, or vendor with, for, or on behalf of any Competitor (as defined below in this Section 12
(b)(iv)(D)) (each an “Association”), unless the Company in the exercise of its reasonable discretion has approved
each Association in accordance with the following sentence. The Company’s approval for an Association will be
evidenced exclusively by a written agreement that has been executed and delivered by, and is legally binding on, the
Company and the Executive, that includes terms and conditions that the Company deems reasonably necessary to
preserve its goodwill and the confidentiality of the Confidential Information in accordance with this Agreement, and
that includes all other terms and conditions that the Company determines in its sole discretion are reasonably
necessary under the circumstances. The restrictions in the foregoing sentences of this Section 12(b)(iv)(D) apply to
the Executive’s direct and indirect performance of the same or similar activities the Executive has performed for the
Company or any of its affiliates and to all other activities that reasonably could lead to the use or the disclosure of
Confidential Information. The Executive will not have violated this Section 12(b)(iv)(D) solely as a result of the
Executive’s investment in capital stock or other securities of a Competitor or any of its Affiliates (as defined below
in this Section 12(b)(iv)(D)) listed on a national securities exchange or actively traded in the over-the-counter
market if the Executive and the members of the Executive’s immediate family together do not, directly or indirectly,
hold more than one percent of all such shares of capital stock or other securities issued and outstanding. For
purposes of this Section 12(b)(iv)(D), the term “Competitor” means each of The Neiman Marcus Group, Inc.,
Barney’s New York, Inc., Nordstrom, Inc., and the Bloomingdale’s division of Federated Department Stores, Inc.,
and the Affiliates and successors of each of them. For purposes of this Section 12(b)(iv)(D), “Affiliate” means with
respect to a
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