Saks Fifth Avenue 2008 Annual Report Download - page 270

information or testimony from a governmental authority in connection with an Inquiry. The Company’s obligation to reimburse
the Executive for legal fees and expenses is subject to the requirements of the Company’s Amended and Restated Charter and
Amended and Restated Bylaws and the Tennessee Business Corporation Act, in each case as in effect at the time of
reimbursement.
(i) Arbitration. Except as provided in Section 12(b)(vi) of this Agreement, all disputes and controversies between the
Company and the Executive, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise,
will be settled by arbitration before a single arbitrator in New York, New York, administered by the American Arbitration
Association (the “AAA”) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction. The single arbitrator will be selected by the mutual
agreement of the Company and the Executive, unless they are unable to agree to an arbitrator, in which case, the arbitrator will
be selected under the procedures of the AAA. The arbitrator will have the authority to award any remedy or relief that a court of
competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, the Company
and the Executive each may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over
the dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered
or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this Section 13(i) or an award
rendered in accordance with it, or to obtain interim relief, none of the Company, the Executive, or an arbitrator may disclose the
existence, content, or results of any arbitration without the prior written consent of the Company and the Executive. The
Company and the Executive acknowledge that this Agreement evidences a transaction involving interstate commerce.
Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern
the interpretation and enforcement of this subsection.
(j) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the New York
without regard to principles of conflicts of laws.
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SAKS INCORPORATED
By:
/
s/ Christine A. Moren
a
Name: Christine A. Moren
a
Title: Executive Vice President, Human Resources
/s/ Michael Rodgers
Michael Rod
g
ers