Exhibit 10.32.1
Amendment to Employment
Agreement
This Amendment to the Employment
Agreement (the “Agreement”), dated as of April 17,
2007 between Kevin G. Wills (the “Executive”) and Saks
Incorporated (the “Company”) is entered into as of
December 18, 2008 by the Company and the Executive.
Capitalized terms used in this
Amendment, but not defined shall have the same meaning ascribed to
them in the Agreement.
Recitals
WHEREAS, the Company believes that it is in the best
interests of the Company and the Executive to clarify how the
payments would be reduced under Section 7(a) of the
Agreement;
WHEREAS , the Company has caused this Amendment to the
Employment Agreement (the “Amendment”), which clarifies
how the payments would be reduced under Section 7(a) of the
Agreement, to be prepared;
WHEREAS , the Company and the Executive have determined
that it would be in the best interest of the Company and the
Executive to adopt this Amendment; and
WHEREAS, Section 9(c) of the Agreement requires that
any modification of the Agreement be in writing signed by the party
to be charged in order to be effective.
NOW THEREFORE,
the parties agree to amend the
Employment Agreement, effective December 3, 2008, as
follows:
Section 7(a) of the Agreement
is hereby deleted and replaced in its entirety with the
following:
“(a) Amount of Gross-Up
Payment . Anything in
this Agreement to the contrary notwithstanding, if any payment or
distribution by SKS or its affiliated companies to or for the
benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise,
but determined without regard to any additional payments required
under this section 7 (a “ Payment ”)
becomes or would become subject to the excise tax imposed by
Section 4999 of the Code, or any interest or penalties are
incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are
together referred to as the “ Excise Tax
”), then, subject to the next sentences of this subsection
(a), SKS will make an additional payment to the Executive (a
“ Gross-Up Payment ”) in an amount such
that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, the
Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
The Executive will be entitled to a Gross-Up Payment in accordance
with this section 7(a) only if the Executive’s
“parachute payments” (as such term is defined in
Section 280G of the Code)
