Saks Fifth Avenue 2008 Annual Report Download - page 228

(4) unvested shares of restricted stock and unexercisable stock options that vest in installments shall vest
prorata, with the number of shares in each unvested installment being multiplied by a fraction, the numerator o
f
which is the number of days between the date of grant of such award and the Employment Termination Date
and the denominator of which is the number of days between the date of grant of such award and the date on
which such installment is scheduled to vest;
(E) reimbursement of the Executive for the amount expended by the Executive for the cost of medical
insurance coverage under COBRA for the Executive and the Executive’s dependents during the 18-month period
following the Employment Termination Date; and
(F) for the remainder of the Executive’s lifetime, provided that the Executive has been employed by the
Company for at least one year, the Executive shall be entitled to the normal associate discount in effect from time to
time applicable to active associates of the Company or its successors, provided that the benefit of such discount shall
not exceed $25,000 in any calendar year and no portion of the unused discount for any calendar year may be carried
over to any succeeding calendar year.
(b) In Anticipation of, Upon or Following a Change in Control. If the Executive’s employment is terminated in anticipation
of, upon or following a Change in Control either by the Company without Cause or by the Executive for Good Reason, the
Company shall make the payments and provide the benefits to the Executive as follows:
(i) the Company shall make the payments to the Executive in the amounts and at the times described in Sections 4(a)
(i)(A) (B) and (C); and
(ii) provided that the Executive has executed and delivered to the Company, and has not revoked, the Release, the
Company shall make the following payments and shall provide the following benefits, provided that if the Executive
directly or indirectly engages in conduct that constitutes an Association (as defined in Section 12(b)(iv)(D) of this
Agreement), the Company’s obligation to make such payments and to provide such benefits shall immediately terminate:
(A) not less than eight, and not more than 10, days following the Executive’s execution and delivery of the
Release, or at such other time provided pursuant to Section 10 hereof, a lump sum amount equal to the sum of two
times the Executive’s Base Salary and one times the Executive’s target bonus potential amount of 50% of Base
Salary for the fiscal year during which the Employment Termination Date occurs;
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