Saks Fifth Avenue 2008 Annual Report Download - page 218

forms of incentive compensation evidenced by a written instrument or by an action of the Board, except to the extent that the
terms thereof are inconsistent with the terms of this Agreement, shall remain in full force and effect. Each party to this
Agreement acknowledges that no representations, inducements or agreements, oral or otherwise, that have not been embodied
herein will be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the parties
hereto.
(d) Resignation. If the Executive’s employment is terminated, the termination will be deemed to constitute the Executive’s
resignation as an officer and director of the Company (and all of its subsidiaries) and as a member of each committee and
working or operating group established by the Company, as the case may be, effective as of the date of such termination. Upon
termination of employment, the Executive will return to the Company upon such termination any of the following which contain
confidential information: all documents, instruments, papers, facsimiles, and computerized and electronic information that are
the property of the Company or its subsidiaries.
(e) Headings. The section and subsection headings are for convenience of reference only and will not define or limit the
provisions of such sections and subsections.
(f) Attorneys’ Fees. Subject to the next sentence, if any contest or dispute arises under this Agreement involving the
termination of the Executive’s employment with the Company or involving the failure or refusal of the Company to perform
fully this Agreement in accordance with its terms, the Company will reimburse the Executive, on a current basis, for all legal
fees and expenses, if any, incurred by the Executive in connection with the contest or dispute, together with interest thereon at a
rate equal to the “Prime Rate” as published under “Money Rates” in The Wall Street Journal from time to time in effect, but in
no event higher than the maximum legal rate permissible under applicable law, such interest to accrue from the date the
Company receives the Executive’s statement for such fees and expenses through the date of payment of the interest. If the
resolution of the contest or the dispute includes a finding denying, in total, the Executive’s claims in the contest or the dispute,
the Executive will be required to reimburse the Company, over a period of 12 months from the date of the resolution, for all
sums advanced to the Executive pursuant to this Section 13(f).
(g) Successors and Assigns; Transfer of Obligations. This Agreement shall be binding upon, and shall inure to the benefit
of, the Company and its successors (including without limitation by merger or otherwise by operation of law) and permitted
assigns of each and the Executive and the Executive’s heirs, executors and other legal representatives, and permitted assigns. If
the Company complies with the following sentences of this Section 13(g), the Company may transfer or delegate its obligations
under this Agreement with respect to the Executive to any acquiror of, or other successor to, all or substantially all of the
business of the Company (whether direct or indirect, by purchase of assets or the Company common stock, merger,
consolidation, or otherwise) (the “Acquiror”), which transfer or delegation to the Acquiror will not terminate, or be deemed to
constitute a termination of, this Agreement or termination of the Executive’s employment for any purpose. The Company’s
rights in the preceding sentence are subject to the condition that the Acquiror first delivers to the Executive the Acquiror’s
binding and enforceable written agreement, in form and substance reasonably satisfactory to the Executive, to assume and
perform unconditionally the obligations of the Company in this Agreement in accordance with their terms (a “Successor
Agreement”). The Acquiror may not terminate the Successor Agreement without the Executive’s prior written consent.
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