Saks Fifth Avenue 2008 Annual Report Download - page 224

Exhibit 10.40
Employment Agreement
October 15, 2007
This Employment Agreement (this “Agreement”) is entered into as of the 15
th
day of October (the “Effective Date”) by and
between Saks Incorporated (the “Company”) and Carolyn R. Biggs (the “Executive”).
WHEREAS, the Company and the Executive desire that the Company commence or continue the employment of the Executive
as Executive Vice President, Stores, Store Visual, Store Planning/Construction pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Company and the
Executive hereby agree as follows:
1. Employment; Term. The Company shall continue to employ the Executive, and during the Executive’s employment the
Executive shall continue to serve, as Executive Vice President, Stores, Store Visual, Store Planning/Construction. The Executive shall
report to the Company’s Chief Executive Officer and the Executive’s place of business shall be located in New York, New York. The
term of this Agreement shall commence on the Effective Date and shall continue until the fifth anniversary of the Effective Date (the
“Initial Term Date”), provided that the term of this Agreement shall automatically be extended for an additional year on each
anniversary thereafter unless the Board of Directors of the Company (the “Board”) notifies the Executive of its intention to amend or
terminate the Agreement. If the Board decides to amend or terminate the Agreement, it must notify the Executive within the (30) days
prior to the applicable anniversary of the Effective Date, provided that the Board may not notify the Executive of any amendment or
termination of the Agreement earlier than the thirty (30) days prior to the fourth anniversary of the Effective Date or amend or
terminate the Agreement prior to the Initial Term Date. If the Board notifies the Executive of an amendment adverse to the Executive
or terminates the Agreement, any such adverse amendment or termination shall be effective no earlier than the second anniversary
(i.e., 2 years) following such notification. The Executive shall have thirty (30) days following any such notification of an adverse
amendment to accept such amendment or terminate the Agreement, provided that the date of termination shall be mutually agreed to
by the Company and the Executive and shall be no later than 120 days from the date on which the Executive provides notice to the
Company. Notwithstanding the foregoing, this Agreement may be terminated prior to or after the Initial Term Date pursuant to
Section 4, 5, 6, 7, 8 or 9 of this Agreement. The date on which employment is terminated pursuant to the terms of this Agreement
shall be the “Employment Termination Date.” On the Effective Date, all prior agreements and arrangements shall terminate and shall
be of no further force or effect.
2. Duties. During his employment, the Executive shall devote substantially all of his working time, energies and skills to the
benefit of the Company’s business. The Executive shall serve the Company diligently and to the best of his ability and use his best
efforts to follow the policies and directions of the Company’s Chief Executive Officer and of the Board. The Executive may engage
in charitable, civic or community activities, manage his personal investments and, with prior approval of the Board of Directors of the
Company (the “Board”), may serve as a director of any other business corporation, provided that such activities or service do not
materially interfere with the Executive’s duties hereunder or violate the terms of any of the covenants contained in Section 12 hereof.