Saks Fifth Avenue 2008 Annual Report Download - page 240

(f) Attorneys’ Fees. Subject to the next sentence, if any contest or dispute arises under this Agreement involving the
termination of the Executive’s employment with the Company or involving the failure or refusal of the Company to perform
fully this Agreement in accordance with its terms, the Company will reimburse the Executive, on a current basis, for all legal
fees and expenses, if any, incurred by the Executive in connection with the contest or dispute, together with interest thereon at a
rate equal to the “Prime Rate” as published under “Money Rates” in The Wall Street Journal from time to time in effect, but in
no event higher than the maximum legal rate permissible under applicable law, such interest to accrue from the date the
Company receives the Executive’s statement for such fees and expenses through the date of payment of the interest. If the
resolution of the contest or the dispute includes a finding denying, in total, the Executive’s claims in the contest or the dispute,
the Executive will be required to reimburse the Company, over a period of 12 months from the date of the resolution, for all
sums advanced to the Executive pursuant to this Section 13(f).
(g) Successors and Assigns; Transfer of Obligations. This Agreement shall be binding upon, and shall inure to the benefit
of, the Company and its successors (including without limitation by merger or otherwise by operation of law) and permitted
assigns of each and the Executive and the Executive’s heirs, executors and other legal representatives, and permitted assigns. If
the Company complies with the following sentences of this Section 13(g), the Company may transfer or delegate its obligations
under this Agreement with respect to the Executive to any acquiror of, or other successor to, all or substantially all of the
business of the Company (whether direct or indirect, by purchase of assets or the Company common stock, merger,
consolidation, or otherwise) (the “Acquiror”), which transfer or delegation to the Acquiror will not terminate, or be deemed to
constitute a termination of, this Agreement or termination of the Executive’s employment for any purpose. The Company’s
rights in the preceding sentence are subject to the condition that the Acquiror first delivers to the Executive the Acquiror’s
binding and enforceable written agreement, in form and substance reasonably satisfactory to the Executive, to assume and
perform unconditionally the obligations of the Company in this Agreement in accordance with their terms (a “Successor
Agreement”). The Acquiror may not terminate the Successor Agreement without the Executive’s prior written consent.
(h) Cooperation. The Executive will reasonably cooperate in good faith with the Company as and when requested by the
Company with regard to all current and future internal and government inquiries and investigations, litigation and administrative
agency proceedings, and other legal or accounting matters. The Executive’s cooperation will include, without limitation but
subject to the Executive’s availability at times and places that do not unreasonably interfere with the Executive’s reasonable
personal and business obligations, (i) being available for, and providing information to the Company and its legal, accounting,
and other representatives during, in-person meetings and interviews and by telephone and (ii) being available for and providing
depositions and other sworn testimony. Subject to the next sentences, following the termination of this Agreement the Company
will reimburse the Executive for all reasonable out-of-pocket expenses (including without limitation legal fees and expenses) the
Executive incurs to comply with this subsection, and pay to the Executive a stipend of $4,000 per day or partial day the
Executive is required to provide services in accordance with this subsection. The Company will not be required to pay the
stipend to the Executive for time incurred by the Executive to prepare for and comply with (A) subpoenas issued by or at the
request of a governmental authority in connection with any inquiry or investigation conducted by the governmental authority (an
“Inquiry”) or (B) other requests for
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