Saks Fifth Avenue 2008 Annual Report Download - page 254

3. Compensation. During his employment, the Executive’s compensation and benefits under this Agreement shall be as follows:
(a) Base Salary. The Company shall pay to the Executive a base salary at a rate of not less than $380,000.00 per year (such
base salary at that rate or any higher rate from time to time in effect, “Base Salary”). Base Salary shall be paid in installments in
accordance with the Company’s normal payment schedule for its senior executives but not less frequently than monthly. The
level of Base Salary shall be reviewed at such times as the levels of the salaries of other senior executives are reviewed.
(b) Bonus. The Executive shall be eligible for an annual cash bonus. The bonus for plan achievement at the threshold level
shall be not less than 25% of Base Salary, the bonus for plan achievement at the target level shall be not less than 50% of Base
Salary and the bonus for plan achievement at the maximum level shall be not less than 71.88% of Base Salary or such higher
maximum as may be provided by the Company’s bonus program, in all circumstances in accordance with, and subject to, the
terms and conditions of the Company’s bonus program in effect from time to time.
(c) Long-Term Equity Incentive. The Executive shall be eligible for a long-term equity incentive award, to be granted
annually, with specified values for achievement at the threshold, target and maximum levels.
(d) Benefits. During the Executive’s employment the Company shall (i) reimburse the Executive for his costs incurred for
annual financial and tax planning services and for annual personal income tax preparation services, in an amount not to exceed
$9,999 annually, (ii) pay the costs for annual physical examinations at a medical facility selected by the Company,
(iii) reimburse the Executive for all reasonable travel and entertainment expenses incurred in accordance with the Company’s
policies in effect from time to time with respect to its senior executives, and (iv) make available to the Executive each employee
benefit applicable to senior executives. The amount of any expenses eligible for reimbursement during any taxable year of the
Executive shall have no effect upon the amount of expenses eligible for reimbursement in any other taxable year of the
Executive, and each such expense reimbursement shall be made on or before the last day of the taxable year of the Executive
following the taxable year of the Executive in which such expense was incurred.
(e) Withholding Taxes. The Company shall deduct from the amounts payable to the Executive pursuant to this Agreement
the amount of all required federal, state and local withholding taxes in accordance with the Executive’s Form W-4 on file with
the Company, and all applicable federal employment taxes.
4. Termination without Cause or for Good Reason. The Company may terminate the Executive’s employment at any time
without “Cause” and the Executive may terminate his employment at any time for “Good Reason” (as such terms are defined in
Section 4(c) hereof), in the case of termination without Cause, upon 14 days prior written notice given by the Company
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