Exhibit 10.40.1
Amendment to Employment
Agreement
This Amendment to
the Employment Agreement (the “Agreement”), dated as of
October 15, 2007, between Carolyn R. Biggs (the
“Executive”) and Saks Incorporated (the
“Company”) is entered into as of June 13
th
, 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 and the
Executive mutually agree that the Executive’s employment with
the Company shall terminate effective January 31, 2009, and
the Company and the Executive agree that such termination shall be
considered a termination without Cause under the Employment
Agreement;
WHEREAS, the Company is desirous of
extending the period of Executive’s non-competition period,
and Executive is amenable to extending same upon the terms and
conditions set forth herein; and
WHEREAS, the Company and the
Executive desire to amend the Agreement to set forth their further
understandings with respect to the termination of the
Executive’s employment.
NOW THEREFORE, in consideration of
the mutual covenants hereinafter set forth, the parties agree to
amend the Employment Agreement as follows:
1. Section 1 of the Agreement
is hereby deleted and replaced in its entirety with the
following:
“ Employment; Term .
The Company shall continue to employ the Executive for the term of
this Agreement, which commence on the Effective Date and shall
continue until January 31, 2009 (the “Date of
Termination”). The Executive shall report to the
Company’s Chief Merchandising Officer and shall carry out
such projects and tasks as assigned or otherwise directed by the
Company’s Chief Executive Officer, Chief Merchandising
Officer, and/or any of their designees from time-to-time, and the
Executive’s place of business shall be located in New York,
New York. Effective October 15, 2007, all prior agreements and
arrangements shall terminate and shall be of no further force or
effect. As used in this Agreement, the “Employment
Termination Date” shall be the Date of Termination or such
earlier date on which the Executive’s employment with the
Company is terminated.
2. Section 2 of the Agreement
is hereby amended to add the following:
“The Executive shall assist in
the process of transitioning the Executive’s duties and
responsibilities to her successor through and including the Date of
Termination, as requested by the Company’s Chief Executive
Officer, Chief Merchandising Officer and/or any of their
designees.”
3. Section 4(a)(ii)(C) is
hereby deleted and replaced in its entirety with the
following:
“(C) the amount of any annual
cash bonus earned by the Executive for the fiscal year in which the
Employment Termination Date occurs, determined following the end of
such fiscal year, with the entire amount of such bonus being
determined in accordance with the applicable formula or the
achievement of the corporate o
