Saks Fifth Avenue 2010 Annual Report Download - page 116

DRAFT
–
For Discussion Purposes Only
Employment Agreement Form “A1”
“(ii) provided that the Executive has executed and delivered to the Company, and has not revoked, the Release by the [fiftieth
(50)] day following the Employment Termination Date, the Company shall make the following payments and shall provide the
following benefits, provided that if the Executive directly or indirectly engages in conduct that constitutes an Association (as
defined in Section 12(b)(iv)(D) hereof), the Company’s obligation to make the following payments and to provide the following
benefits shall immediately terminate:”
“(A) except as otherwise provided in section 10 hereof, an amount equal to the sum of [ ] times the Executive’s Base
Salary and [ ] times the Executive’s target bonus potential amount of [ ]% of Base Salary for the fiscal year during
which the Employment Termination Date occurs, which amount shall be payable, (x) if the termination of employment occurs
during the two year period following a change in control of the Company under Section 1.409A-3(i)(5), in a lump sum, on the
sixtieth (60) day following the Employment Termination Date, or (y) if the termination of employment occurs due to an event
other than as described in (x) above, in 24 equal monthly installments commencing with the month following the month in
which the sixtieth (60) day following the Employment Termination Date occurs;”
“Termination Due to Disability. If at any time prior to the termination of this Agreement the Executive shall become disabled,
this Agreement and the Executive’s employment shall continue for a period of 12 months from the date on which the Executive
becomes disabled. The date on which Executive shall be deemed to have become disabled shall be the date on which either
(a) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12
months or (b) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health plan covering employees of the service
provider’s employer (a “Disability”). During the 12 month period following a Disability, the Executive shall continue to receive
all payments and benefits provided by this Agreement, including without limitation the benefits described in Section 3 of this
Agreement, and the Executive shall remain eligible to receive, in accordance with their respective terms, the severance and/or
benefits that would be payable upon a termination of the Executive’s employment as described in Sections 4, 5, 6, 8, 9 or 11 of
this Agreement, less all disability payments received pursuant to the Company’s short-term disability/sick pay plan or its Group
Long-Term Disability Insurance Policy. Notwithstanding the foregoing, during the 12 month period following a Disability, the
Base Salary payable pursuant to Section 3(a) of this Agreement shall be paid in monthly installments, and any bonus payable
pursuant to Section 3(b) of this Agreement shall be paid at the time that bonuses for the fiscal year in which the
2
3. The first paragraph of Section 4(b)(ii) of the Employment Agreement is deleted in its entirety and the following shall be
substituted in its
p
lace:
4. Section 4(b)(ii)(A) 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:
5. Section 7 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: