Saks Fifth Avenue 2008 Annual Report Download - page 231

7. Termination Due to Disability. If at any time prior to the termination of this Agreement the Executive shall become disabled,
this Agreement and the Executive’s employment shall continue for a period of 12 months from the date on which the Executive
becomes disabled. The date on which Executive shall be deemed to have become disabled shall be the date on which the Executive
becomes entitled to receive disability benefits in accordance with the Company’s short-term disability/sick pay plan. During such 12-
month period the Executive shall continue to receive all payments and benefits provided by this Agreement, including without
limitation the benefits described in Sections 3 and 11 of this Agreement and the benefits that would be payable upon a termination of
the Executive’s employment as described in Sections 4, 5, 6, 8 or 9 of this Agreement, less all disability payments received pursuant
to the Company’s short-term disability/sick pay plan or its Group Long-Term Disability Insurance Policy. If the Executive’s disability
continues after the end of such 12-month period, the Company may terminate this Agreement and the Executive’s employment for
disability (“Disability Termination”). Disputes regarding the existence of the Executive’s disability shall be resolved by the
determination of a physician selected by the Board who is reasonably acceptable to the Executive. The Executive shall submit to
appropriate medical examinations for purposes of determining disability. Upon a Disability Termination, the Executive shall be
entitled to (a) 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; and (c) all other benefits in accordance with Section 3(d) of
this Agreement that would be payable upon such Disability Termination. Upon a Disability Termination, 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.
8. Termination by the Executive without Good Reason. The Executive may terminate his employment hereunder without Good
Reason upon 60 days prior written notice to the Company (or such shorter period as may be permitted by the Board). Upon such
termination, all of the obligations of the Company hereunder shall cease, except that (a) the Executive shall be entitled to the
payments in the amounts and at the times described in Sections 4(a)(i)(A), (B) and (C) hereof; (b) the Executive shall be entitled to
exercise unexercised stock options, if any, in accordance with and subject to the plan and the stock option agreement applicable to
such stock options; (c) the Executive’s unvested shares of restricted stock and unvested performance shares shall be forfeited in
accordance with and subject to the applicable plan and the agreements applicable to such awards; and (d) the Executive shall be
entitled to receive all of the benefits in accordance with Section 3(d) of this Agreement that would be payable upon the Executive’s
termination of his employment without Good Reason. Such termination of employment shall terminate the Company’s obligations
hereunder, but shall not terminate the Executive’s obligations pursuant to Sections 12 or 13(h) of this Agreement.
9. Termination by the Company for Cause. The Company may at any time terminate the Executive’s employment hereunder for
Cause, effective upon notice given to the Executive. Upon such termination, all of the rights of the Executive hereunder shall cease,
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