Exhibit 10.35.1
Amendment to Employment
Agreement
This Amendment to the Employment
Agreement (the “Agreement”), dated as of July 31,
2007, between Stephen I. Sadove (the “Executive”) and
Saks Incorporated (the “Company”) is entered into as of
December 16, 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 11(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 11(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 13(c) of the Agreement requires
that any modification of the Agreement be in writing signed by both
parties to the Agreement in order to be effective.
NOW THEREFORE,
the parties agree to amend the
Employment Agreement, effective December 3, 2008, as
follows:
Section 11(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 the Company 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 11) (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 Section 11(a), the Company 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 11(a) only if the Executive’s
“parachute payments” (as such term is defined in
Sectio
