Saks Fifth Avenue 2008 Annual Report Download - page 234

expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the
Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing
provisions of this Section 11(c) and subject to the next two sentences, the Company shall control all proceedings taken in
connection with the contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of the claim and may, at its sole option, either direct the Executive to pay
the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the
contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts,
as the Company determines. If the Company directs the Executive to pay the claim and sue for a refund, the Company shall
advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto)
imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any
extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested
amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of
the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this
Section 11 and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.
(d) Refunds. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(c), the
Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Executive shall (subject to the
Company’s compliance with the requirements of Section 11(c)) promptly pay to the Company the amount of the refund
(together with any interest paid or credited on the refund after taxes applicable to it). If, after the receipt by the Executive of an
amount advanced by the Company pursuant to Section 11(c), a determination is made that the Executive will not be entitled to
any refund with respect to the claim and the Company does not notify the Executive in writing of its intent to contest the denial
of refund prior to the expiration of 30 days after such determination, then the advance shall be forgiven and shall not be required
to be repaid and the amount of the advance shall offset, on a dollar-for-dollar basis, the amount of Gross-Up Payment required
to be paid.
(e) Survival. The rights of the Executive, and the obligations of the Company, in this Section 11 shall survive the
termination of the Executive’s employment and the termination of this Agreement.
12. Protection of the Company’s Confidential Information and Goodwill.
(a) Confidential Information. For purposes of this Agreement, “Confidential Information” includes, without limitation but
subject to the next sentence, all documents and information of the Company or one of more of its subsidiaries, in all forms and
mediums, concerning or evidencing one or more of the following: sales; costs; pricing; strategies; forecasts and long-range
plans; financial and tax information; personnel information; business, marketing, and operational projections, plans, and
opportunities; and customer, vendor, and supplier
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