The Companys financial, administrative and credit services subsidiary, FACS Group, Inc. (FACS), provides credit processing, collections, customer service and credit marketing services for the proprietary credit programs of the Companys retail operating divisions in respect of all proprietary credit card accounts owned by the Company and credit processing, customer service and credit marketing for those accounts owned by GE Capital Consumer Card Co., (GE Bank). GE Bank owns all of the Macys credit card accounts originated prior to December 19, 1994, when R.H. Macy & Co., Inc. was acquired pursuant to a merger and an allocated portion of the Macys credit card accounts originated subsequent to such merger. In addition, FACS provides payroll and benefits services to the Companys retail operating and service divisions
Contract Categories:
Mergers & Acquisitions
- Merger Agreements
EX-10.44.2 8 l98218aexv10w44w2.txt EX-10.44.2 Exhibit 10.44.2 AMENDED EXHIBIT A to EMPLOYMENT AGREEMENT Entered into as of August 27, 1999 between FEDERATED CORPORATE SERVICES, INC. And JAMES M. ZIMMERMAN (AMENDMENT AS OF FEBRUARY 26, 2003) (All capitalized terms used in this Exhibit are defined as set forth in Agreement) The Employment Agreement, as previously amended, remains in effect in all respects except as amended as provided below. ANNUAL BONUS: In respect of fiscal 2003, the annual bonus payable (if any) under the terms of the 1992 Incentive Bonus Plan (as such may be amended from time to time) of Federated Department Stores, Inc. (Federated) will be based on performance goals established for the senior executives of the Employer on an annual basis by the Board of Directors of Federated or a Committee thereof, with the amount of bonus equal to a sliding percent of Employee's annual base salary in effect as of the last day of the performance period based on performance against the targeted annual goals, as follows: Performance Against Payout as Percent Target Of Annual Salary ------ ----------------
1 Performance Against Payout as Percent Target Of Annual Salary ------ ----------------
The percent of base salary payable as the annual bonus is the aggregate of the above designated payout based on performance achieved under each of the performance components described in (a), (b) and (c), above. Any annual bonus payable hereunder shall be paid in the fiscal year following the annual performance period in respect of which the bonus is payable in accordance with Federated's 1992 Incentive Bonus Plan (as such may be amended from time to time). By operation of Federated's Supplementary Executive Retirement Plan, annual bonuses paid to Employee under Federated's 1992 Incentive Bonus Plan are included as eligible compensation under Federated's Pension Plan. 2 TERM AND DUTIES: Notwithstanding anything in the Agreement to the contrary, effective February 26, 2003, Employee shall cease to serve as Chief Executive Officer of Federated and shall continue to perform the duties of Chairman of the Board of Federated until the expiration of the Term on February 1, 2004. The duties of Employee shall be commensurate with the office of Chairman of Federated. GOOD REASON TERMINATION: Section 1.9(c) of the Agreement is amended to provide that the failure of the Employee to be elected or reelected Chairman of Federated or to be elected or reelected to membership on Federated's Board of Directors shall, among the other circumstances set out in Section 1.9, constitute "good reason" entitling Employee to terminate his employment pursuant to, and obtain the entitlements set out in, Section 1.7 of the Agreement. JAMES M. ZIMMERMAN FEDERATED CORPORATE SERVICES, INC. /s/ James M. Zimmerman /s/ Dennis J. Broderick - -------------------------- ----------------------------- DENNIS J. BRODERICK PRESIDENT 3
