Saks Fifth Avenue 2008 Annual Report Download - page 219

(h) Cooperation. The Executive will reasonably cooperate in good faith with the Company as and when requested by the
Company with regard to all current and future internal and government inquiries and investigations, litigation and administrative
agency proceedings, and other legal or accounting matters. The Executive’s cooperation will include, without limitation but
subject to the Executive’s availability at times and places that do not unreasonably interfere with the Executive’s reasonable
personal and business obligations, (i) being available for, and providing information to the Company and its legal, accounting,
and other representatives during, in-person meetings and interviews and by telephone and (ii) being available for and providing
depositions and other sworn testimony. Subject to the next sentences, following the termination of this Agreement the Company
will reimburse the Executive for all reasonable out-of-pocket expenses (including without limitation legal fees and expenses) the
Executive incurs to comply with this subsection, and pay to the Executive a stipend of $4,000 per day or partial day the
Executive is required to provide services in accordance with this subsection. The Company will not be required to pay the
stipend to the Executive for time incurred by the Executive to prepare for and comply with (A) subpoenas issued by or at the
request of a governmental authority in connection with any inquiry or investigation conducted by the governmental authority (an
“Inquiry”) or (B) other requests for information or testimony from a governmental authority in connection with an Inquiry. The
Company’s obligation to reimburse the Executive for legal fees and expenses is subject to the requirements of the Company’s
Amended and Restated Charter and Amended and Restated Bylaws and the Tennessee Business Corporation Act, in each case as
in effect at the time of reimbursement.
(i) Arbitration. Except as provided in Section 12(b)(vi) of this Agreement, all disputes and controversies between the
Company and the Executive, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise,
will be settled by arbitration before a single arbitrator in New York, New York, administered by the American Arbitration
Association (the “AAA”) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction. The single arbitrator will be selected by the mutual
agreement of the Company and the Executive, unless they are unable to agree to an arbitrator, in which case, the arbitrator will
be selected under the procedures of the AAA. The arbitrator will have the authority to award any remedy or relief that a court of
competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, the Company
and the Executive each may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over
the dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered
or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this Section 13(i) or an award
rendered in accordance with it, or to obtain interim relief, none of the Company, the Executive, or an arbitrator may disclose the
existence, content, or results of any arbitration without the prior written consent of the Company and the Executive. The
Company and the Executive acknowledge that this Agreement evidences a transaction involving interstate commerce.
Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern
the interpretation and enforcement of this subsection.
18