Saks Fifth Avenue 2010 Annual Report Download - page 96

Download and view the complete annual report

Please find page 96 of the 2010 Saks Fifth Avenue annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 133

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133

“(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, (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), an amount equal to the sum of two times the
Executive’s Base Salary and two times the Executive’s target bonus potential amount of 150% of Base Salary for the fiscal year
during which the Employment Termination Date occurs, which amount shall be payable in a lump sum on the sixtieth (60) day
following the Employment Termination Date, (y) if the termination of employment occurs during the calendar year in which a
Change of Control (as defined in Section 4(c) of this Agreement) occurs or during the first calendar year or the second calendar
year following the calendar year during which the Change in Control occurs and the termination of employment does not occur
due to an event described in (x) above, an amount equal to the sum of two times the Executive’s Base Salary and two times the
Executive’s target bonus potential amount of 150% of Base Salary for the fiscal year during which the Employment Termination
Date occurs, which amount shall be payable in 24 equal monthly installments commencing with the month following the month
in which the sixtieth (60) day following the Employment Termination Date occurs, or (z) if the termination of employment
occurs due to an event other than as described in (x) or (y) above, an amount equal to the sum of two times the Executive’s Base
Salary and one times the Executive’s target bonus potential amount of 150% of Base Salary for the fiscal year during which the
Employment Termination Date occurs, which amount shall be payable 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 the 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
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: