Saks Fifth Avenue 2008 Annual Report Download - page 230

“Good Reason” shall mean: (i) a material diminution in the Executive’s duties, responsibilities or authority; (ii) any other
material breach of the terms of this Agreement by the Company, it being understood that (A) in anticipation of, upon or
following a Change in Control, any reduction in the Executive’s Base Salary, annual bonus opportunity or severance payment
upon a termination of employment, without the substitution of an equivalent benefit, shall constitute a material breach of the
terms of this Agreement, and (B) not in anticipation of, upon or following a Change in Control, any reduction in the Executive’s
Base Salary, annual bonus opportunity or severance payment upon a termination of employment, in any such case below the
level specified by this Agreement without the substitution of an equivalent benefit, shall constitute a material breach of the terms
of this Agreement; (iii) a relocation of the Executive’s principal place of business that increases the Executive’s commute to his
principal place of business by more than 35 miles; (iv) the failure of the Company to obtain the assumption agreement from any
successor as contemplated in Section 13(g) hereof, it being understood that if the Executive terminates his employment for Good
Reason as a result of the Company’s failure to obtain such assumption agreement, the obtaining of such assumption agreement
subsequent to such termination of employment shall have no effect upon the Executive’s rights to receive payments and benefits
upon his termination of employment for Good Reason; (v) an amendment of the terms of this Agreement by the Board in a
manner adverse to the Executive pursuant to Section 1; or (vi) the termination of this Agreement by the Board other than in
compliance with Section 1. Following a Change in Control, or with respect to an action taken by the Company in anticipation of
a Change in Control, any good faith determination of Good Reason made by the Executive shall be conclusive, provided that
any action that is remedied by the Company within 30 days after receipt of notice of Good Reason given by the Executive shall
not constitute Good Reason.
5. Termination Due to Retirement. This Agreement shall terminate upon the Executive’s retirement upon or after the date on
which the Executive attains age 65, except that (a) the Executive shall have the right to receive the payments in the amounts and at the
times described in Sections 4(a)(i)(A), (B) and (C) hereof and described in Section 4(b)(ii)(B) hereof; (b) the Executive’s
unexercisable stock options, unvested shares of restricted stock and unvested performance shares shall vest as described in Section 4
(b)(ii)(E) hereof; (c) the Executive shall have the right to receive all benefits in accordance with Section 3(d) hereof that would be
payable upon the Executive’s retirement; and (d) the Company’s obligations in Sections 11, 13(f) and 13(h) of this Agreement, and
the Executive’s obligations in Sections 11, 12 and 13(h) of this Agreement, shall continue in effect in accordance with their respective
terms.
6. Termination Due to Death. This Agreement shall terminate upon the Executive’s death, except that (a) the Executive’s estate
shall have the right to receive the payments in the amounts and at the times described in Sections 4(a)(i)(A), (B) and (C) hereof and
described in Section 4(b)(ii)(B) hereof, but without regard to any delay in payment provided in Section 10 hereof; (b) the Executive’s
unexercisable stock options, unvested shares of restricted stock and unvested performance shares shall vest as described in Section 4
(b)(ii)(E) hereof; and (c) the Executive’s estate shall have the right to receive all benefits in accordance with Section 3(d) hereof that
would be payable upon the Executive’s death. In addition, the Executive’s estate and dependents shall have any rights that they may
have under COBRA or any other federal or state law or that are derived independent of this Agreement by reason of the Executive’s
participation in any employee benefit arrangement or plan maintained by the Company.
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