Saks Fifth Avenue 2008 Annual Report Download - page 216

specific corporation, limited liability company, general or limited partnership, sole proprietorship, or other for profit
or non-profit business organization or association (each the “subject entity”), any other corporation, limited liability
company, general or limited partnership, sole proprietorship, or other for profit or non-profit business organization
or association directly or indirectly controlling or controlled by or directly or indirectly under common control with
the subject entity.
(v) The Executive acknowledges and agrees that (A) the restrictions contained in this Section 12(b) are ancillary to an
otherwise enforceable agreement, (B) the agreements and undertakings of the Company in this Agreement and the
Executive’s position and responsibilities with the Company give rise to, and are valid consideration for, the Company’s
interest in restricting the Executive’s post-employment activities, (C) the restrictions are reasonably designed to enforce the
Executive’s agreements and undertakings in this Section 12(b) and the Executive’s common-law obligations and duties
owed to the Company and its affiliates, (D) the restrictions are reasonable and necessary, valid and enforceable under New
York law, and do not impose a greater restraint than reasonably necessary to protect the goodwill and other legitimate
business interests of the Company and its affiliates and the Confidential Information, (E) the agreements and undertakings
of the Company and the Executive in this Section 12(b) are not contingent on the duration of the Executive’s employment
with the Company; and (F) absent the agreements and undertakings made by the Executive in this Section 12(b), the
Company would not provide the Executive with Confidential Information, would not authorize the Executive to engage in
activities that would create new and additional Confidential Information, and would not have entered into this Agreement.
(vi) Without limiting the right of the Company to pursue all other legal and equitable remedies available for violation
by the Executive of the Executive’s agreements in this Section 12, the Executive agrees that such other remedies cannot
fully compensate the Company for any such violation and that the Company will be entitled to injunctive relief to prevent
any such violation or any continuing violation. The Company will be entitled to recover its attorneys’ fees, expenses, and
court costs, in addition to any other remedies to which the Company may be entitled if the Executive breaches this
Section 12. The Executive will be entitled to recover the Executive’s attorneys’ fees, expenses, and court costs, in addition
to any other remedies to which the Executive may be entitled if the Executive prevails in such injunctive proceeding.
(vii) The Executive will forfeit all unexercised, unearned, and unpaid awards under the Plans, including, but not by
way of limitation, awards earned but not yet paid, all unpaid dividends and dividend equivalents, and all interest, if any,
accrued on the foregoing if the Executive, without the written consent of the Company, engages directly or indirectly in an
association that constitutes an Association.
(viii) If within six months following the Executive’s termination of employment the Executive, without the written
consent of the Company, engages directly or indirectly in an association that constitutes an Association, the Executive will
be required to pay to the Company an amount in cash equal to the sum of the following:
15