Saks Fifth Avenue 2008 Annual Report Download - page 267

(vi) Without limiting the right of the Company to pursue all other legal and equitable remedies available for violation
by the Executive of the Executive’s agreements in this Section 12, the Executive agrees that such other remedies cannot
fully compensate the Company for any such violation and that the Company will be entitled to injunctive relief to prevent
any such violation or any continuing violation. The Company will be entitled to recover its attorneys’ fees, expenses, and
court costs, in addition to any other remedies to which the Company may be entitled if the Executive breaches this
Section 12. The Executive will be entitled to recover the Executive’s attorneys’ fees, expenses, and court costs, in addition
to any other remedies to which the Executive may be entitled if the Executive prevails in such injunctive proceeding.
(vii) The Executive will forfeit all unexercised, unearned, and unpaid awards under the Plans, including, but not by
way of limitation, awards earned but not yet paid, all unpaid dividends and dividend equivalents, and all interest, if any,
accrued on the foregoing if the Executive, without the written consent of the Company, engages directly or indirectly in an
association that constitutes an Association.
(viii) If within six months following the Executive’s termination of employment the Executive, without the written
consent of the Company, engages directly or indirectly in an association that constitutes an Association, the Executive will
be required to pay to the Company an amount in cash equal to the sum of the following: (A) with respect to awards made
under the Plans consisting of stock options and stock appreciation rights, the amounts realized in connection with the
Executive’s exercise of the options or the settlement of the stock appreciation rights on or after, or within six months prior
to, the Executive’s termination of employment; and (B) with respect to awards made under the Plans consisting of
restricted stock, restricted stock units, performance shares, performance share units, and performance units, the value of the
awards that vested on or after, or within six months prior to, the Executive’s termination of employment, which value will
be determined as of the date of vesting.
(ix) Section 12(b)(vii) and (viii) hereof will be void and of no legal effect upon a Change in Control.
(x) If in any action before any court or agency legally empowered to enforce the agreements contained in this
Section 12 any term, restriction, or agreement contained in this Section 12 is found to be unreasonable or otherwise not
permitted by applicable law, then such term, restriction, or agreement will be deemed modified to the extent necessary to
make it enforceable by such court or agency.
(xi) The agreements of the Executive contained in this Section 12 will survive the end of the Executive’s employment
by the Company for any and all reasons.
13. General Provisions.
(a) Notices. Any notice to be given hereunder by either party to the other may be effected in writing by personal delivery,
mail, overnight courier, or facsimile. Notices shall be addressed to the parties at the addresses set forth below, but each party
may change the party’s address by written notice in accordance with this Section 13(a). Notices shall be deemed communicated
as of the actual receipt or refusal of receipt.
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