Amendment to Employment Agreement between Saks Incorporated and Stephen I. Sadove (April 9, 2009)
This amendment modifies the employment agreement between Saks Incorporated and Stephen I. Sadove. Effective June 1, 2009, Sadove’s base salary will be reduced by 7% from $1,060,000 to $985,800 for certain purposes, while remaining at $1,060,000 for others. Sadove agrees not to claim "Good Reason" for termination solely due to this salary reduction. This waiver applies only to this specific change and does not affect other rights. The amendment is subject to approval by the company’s Human Resources and Compensation Committee.
Exhibit 10.2
April 9, 2009
Stephen I. Sadove
7 Hickory Pine Court
Purchase, NY 10577
| Re: | Employment Agreement between Saks Incorporated and Stephen I. Sadove, dated as of July 31, 2007, as amended on December 16, 2008 (“Employment Agreement”) |
Dear Steve:
This letter agreement serves to amend the Employment Agreement in accordance with Section 13(c) thereof. All capitalized terms in this letter agreement shall have the same meaning as in the Employment Agreement, except as provided herein.
Effective June 1, 2009, solely for purposes of Sections 3(a) and 3(b) and the definition of “Good Reason” contained in Section 4(c) of the Employment Agreement, Executive’s Base Salary shall be reduced 7% from $1,060,000.00 to $985,800. Notwithstanding the preceding sentence, for all other purposes of the Agreement, the term Base Salary shall be $1,060,000.00 (or any higher rate from time to time in effect).
The Company acknowledges that “Good Reason” under the Employment Agreement includes, among other things, “any reduction in the Executive’s Base Salary [or] annual bonus opportunity in any such case below the level specified by this Agreement without the substitution of an equivalent benefit”, and that the Executive may terminate employment for Good Reason following the effective date of the change in Base Salary mentioned above. Executive, by signing below, hereby irrevocably waives Executive’s right to claim Good Reason solely as a consequence of the changes provided above. This waiver is a one time waiver of Executive’s right under the Employment Agreement, and shall not be binding on the Executive in any other respect.
The changes to the Employment Agreement described above are subject to the approval of the Human Resources and Compensation Committee of the Company’s Board of Directors and shall only become effective upon such approval.
| Sincerely, |
| SAKS INCORPORATED |
| /s/ Christine A. Morena |
| Christine A. Morena |
| Executive Vice President, Human Resources |
| By signing on the line below, Executive expressly agrees to the change in Base Salary and waives Executive’s right to claim “Good Reason” under the Employment Agreement | ||
| By: | /s/ Stephen I. Sadove | |
| Stephen I. Sadove | ||
| Title: | Chairman and CEO | |
Date: 4-12-09
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