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Exhibit 10.34
AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
BY AND BETWEEN
SAKS INCORPORATED AND
KEVIN G. WILLS
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of December 14, 2010,
by and between Kevin G. Wills (the “Executive”) and Saks Incorporated (the “Company”).
Capitalized terms used herein which are not otherwise defined have the same meaning as in the Employment Agreement.
WITNESSETH:
WHEREAS, the Company and the Executive have previously entered into that certain Employment Agreement dated April 17,
2007 (the “Original Agreement”), as previously amended by the Amendment to Employment Agreement, dated as of December 18,
2008 (the “First Amendment”) and the Amendment to Employment Agreement dated as of April 9, 2009 (the “Second Amendment,”
and collectively with the Original Agreement and the First Amendment, the “Employment Agreement”);
WHEREAS, it is necessary to amend the Employment Agreement to bring it into compliance with Internal Revenue Code
Section 409A and the final Treasury Regulations issued thereunder; and
WHEREAS, the Company and Executive believe it is in the best interest of the Company and the Executive to adopt this
Amendment.
NOW, THEREFORE, BE IT RESOLVED, that effective as of December 8, 2010, the Employment Agreement is amended as
follows:
“(iii) The amount payable by SKS in accordance with either paragraph (i) or (ii) of this subsection (b) (only one such amount
being payable) is referred to as the “Severance Payment,” which SKS will pay in a lump sum on the sixtieth (60) day after the
date of termination. Notwithstanding any provision of this Agreement to the contrary, the Executive must deliver the executed
Release to the Company no later than fifty (50) days following the Executive’s date of termination or such Severance Payment
shall be forfeited.”
1
1. Section 5(b)(iii) of the Em
p
lo
y
ment A
g
reement is deleted in its entiret
y
and the followin
g
shall be substituted in its
p
lace:
2. Section 5(c) of the Em
p
lo
y
ment A
g
reement is deleted in its entiret
y
and the followin
g
shall be substituted in its
p
lace:
“(c)
2
000 Plan.
(i) If the Executive’s employment terminates in accordance with this section 5 and as a result the Executive would be entitled
to receive a severance payment in accordance with the terms of SKS’s 2000 Change of Control and Material Transaction
Severance Plan, as amended from time to time (the “2000 Plan”), if