Saks Fifth Avenue 2008 Annual Report Download - page 265

(E) At the end of the Executive’s employment pursuant to this Agreement for any reason or at the request of
the Company at any time, the Executive will return to the Company all copies of all Confidential Information in all
tangible forms and mediums; and
(F) Absent the promises and representations of the Executive in this Section 12(b)(iii) and in Section 12(b)(iv)
below, the Company would not provide the Executive with Confidential Information, would not authorize the
Executive to engage in activities that would create new and additional Confidential Information, and would not enter
into this Agreement.
(iv) The Executive agrees to not engage in a Prohibited Activity for the period beginning on the date of this
Agreement and ending 12 months from the date of termination of the Executive’s employment for any reason. “Prohibited
Activity” means any one or more of the following:
(A) Directly disparaging the Company or any of its affiliates, or any operations of the Company or any of its
affiliates, or any current or future officer, director, or employee of the Company or any of its affiliates.
(B) Whether on the Executive’s own behalf or on behalf of any other individual, partner, firm, corporation, or
business organization, either directly or indirectly soliciting or inducing or attempting to solicit or induce any person
who is then employed by the Company or any of its affiliates to leave that employment.
(C) Whether on the Executive’s own behalf or on behalf of any other individual, partnership, firm, corporation,
or business organization, either directly or indirectly soliciting or inducing, or attempting to solicit or induce any
person who is then a customer, supplier, or vendor of the Company or any of its affiliates to cease being a customer,
supplier, or vendor of the Company or to divert all or any part of such person’s or entity’s business from the
Company or any of its affiliates.
(D) Associating, directly or indirectly, as an employee, officer, director, agent, partner, owner, stockholder,
representative, consultant, or vendor with, for, or on behalf of any Competitor (as defined below in this Section 12
(b)(iv)(D)) (each an “Association”), unless the Company in the exercise of its reasonable discretion has approved
each Association in accordance with the following sentence. The Company’s approval for an Association will be
evidenced exclusively by a written agreement that has been executed and delivered by, and is legally binding on, the
Company and the Executive, that includes terms and conditions that the Company deems
13