Saks Fifth Avenue 2008 Annual Report Download - page 217

(A) with respect to awards made under the Plans consisting of stock options and stock appreciation rights, the amounts
realized in connection with the Executive’s exercise of the options or the settlement of the stock appreciation rights on or
after, or within six months prior to, the Executive’s termination of employment; and (B) with respect to awards made under
the Plans consisting of restricted stock, restricted stock units, performance shares, performance share units, and
performance units, the value of the awards that vested on or after, or within six months prior to, the Executive’s
termination of employment, which value will be determined as of the date of vesting.
(ix) Section 12(b)(vii) and (viii) hereof will be void and of no legal effect upon a Change in Control.
(x) If in any action before any court or agency legally empowered to enforce the agreements contained in this
Section 12 any term, restriction, or agreement contained in this Section 12 is found to be unreasonable or otherwise not
permitted by applicable law, then such term, restriction, or agreement will be deemed modified to the extent necessary to
make it enforceable by such court or agency.
(xi) The agreements of the Executive contained in this Section 12 will survive the end of the Executive’s employment
by the Company for any and all reasons.
13. General Provisions.
(a) Notices. Any notice to be given hereunder by either party to the other may be effected in writing by personal delivery,
mail, overnight courier, or facsimile. Notices shall be addressed to the parties at the addresses set forth below, but each party
may change the party’s address by written notice in accordance with this Section 13(a). Notices shall be deemed communicated
as of the actual receipt or refusal of receipt.
(b) Enforceability; Partial Invalidity. This Agreement shall be enforceable by the Company and by the Executive in
accordance with its terms; provided, however, that if any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions will, nevertheless, continue in full force and without
being impaired or invalidated in any way.
(c) Entire Agreement. This Agreement supersedes any and all prior agreements between the Company and the Executive
relating to the subject matter hereof, all of which agreements shall be terminated and shall be of no further force or effect;
provided, however, that any prior awards of stock options, restricted stock, performance shares or other
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If to the Executive:
[Executive Name and Address]
If to the Company:
Saks Incorporated
12 East 49
th
Street
New York, New York 10017
Attention: Executive Vice President and General Counsel