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Exhibit
10.34
Stock Option
Agreement
March 9,
2007
This is a Stock Option Agreement between
Saks Incorporated (the “ Company ”) and
the individual who has executed this Stock Option Agreement above
the signature line “Signature of Optionee”) (the
“ Optionee ”).
Preliminary
Statement
This Agreement is made pursuant to the
Company’s 2004 Long-Term Incentive Plan (the “
Plan ”). Capitalized terms used but not defined
in this Agreement are defined in the Plan as of, and without giving
effect to any amendment after, the date of this
Agreement.
Terms and
Conditions
The Company and the Optionee agree as
follows:
1. Options
Covered.
a. This Agreement is an agreement
referred to in paragraph 6 of the Plan. For each of the
Company’s stock option grants to the Optionee pursuant to the
Plan (each an “ Option Grant ”), this
Agreement, the Plan, and each document given to the Optionee
reflecting the amount, exercisability, and other terms of the
Option Grant (“ Grant Document ”) govern.
Each Grant Document is incorporated by reference into, and made a
part of, this Agreement. In this Agreement the words
(i) “ Common Stock ” mean the
Company’s Common Stock, par value $.10 per share,
(ii) “ Option ” and “
Options ” mean the right and option to purchase
all or any part of the number of shares of Common Stock subject to
an Option Grant, (iii) “ exercise of the
Options ” and similar words used in this Agreement
mean the purchase of shares of Common Stock subject to an Option
Grant in accordance with this Agreement, (iv) “
Exercise Price ” mean the price the Optionee
must pay to the Company to exercise an option as specified by the
Company in a Grant Document. The Optionee is not required to
exercise the Options. The Options are not “incentive stock
options” as those terms are used in Section 422 of the
Internal Revenue Code of 1986.
b. No Option may be exercised after the
date that is the seventh anniversary of the Option’s date of
grant and will terminate on that date (the “ Option
Termination Date ”).
2. Exercisability of
Options .
a. Except as the Grant Document may
otherwise specify for an Option Grant and (i) subject to the
other Sections of this Agreement and the Plan, and (ii) unless
the Options have terminated or have been forfeited in accordance
with this Agreement or the Plan, the Optionee on or before the
Option Termination Date may purchase shares of Common Stock subject
to an Option Grant as follows:
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Percent Of Number Of
Shares
Specified In The Option Grant
That
May Be
Purchased
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Date After
Which
Shares May Be
Purchased
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| 25% |
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First
anniversary of date of grant |
| 50% |
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Second
anniversary of date of grant |
| 75% |
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Third
anniversary of date of grant |
| 100% |
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Fourth
anniversary of date of grant |
The above vesting schedule applies only
if the Grant Document is silent as to vesting.
3. Exercising the
Options .
a. The Optionee may exercise Options
that are exercisable in accordance with Section 2 and that
have not terminated or been forfeited in accordance with this
Agreement or the Plan. To exercise Options included as part of an
Option Grant, the Optionee must, on or prior to the Option
Termination Date for the Option Grant, notify the Company
(attention: Senior Stock Plan Administrator) of the number of whole
shares of Common Stock the Optionee intends to purchase. The
Optionee may not purchase less than 100 shares of Common Stock upon
any exercise unless the number of shares of Common Stock subject to
the Options at the time of exercise is less than that number.
Unless otherwise directed by the Company and subject to
Section 10, the Optionee must include payment of the Exercise
Price times the number of shares of Common Stock to be purchased
(the “ Purchase Price ”). The date on
which the Optionee delivers the written notice to the Company in
accordance with this subsection a. is referred to in this Agreement
as the “ Exercise Date. ” Any fraction of
a share of Common Stock that would be required to pay the Purchase
Price will be disregarded and the remaining amount due will be paid
in cash by the Optionee.
b. The Optionee must pay the Purchase
Price (1) in cash, (2) by delivery (either actual
delivery or by attestation procedures established by the Company)
of shares of Common Stock having an aggregate fair market value,
determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of the exercise, (3) except
as may be prohibited by applicable law, in cash by a broker-dealer
acceptable to the Company to whom the Optionee has submitted an
irrevocable notice of exercise, or (4) by combination of
(1) and (2).
c. When the Optionee complies with the
requirements of this Section 3 and is otherwise in compliance
with this Agreement and the Plan, in each case to the reasonable
satisfaction of the Committee, the Company will promptly deliver to
the Optionee one or more stock certificates that together
represent, or at the Company’s election deliver to the
Optionee other appropriate evidence of, the shares of Common Stock
that the Optionee has purchased.
4. Termination of
Employment .
a. Except as provided in this
Section 4 and in Section 5, the Optionee may not exercise
Options unless the Optionee is then in the employ of the Company or
an affiliated corporation, and the Optionee has remained
continuously so employed since the date of grant of the
Options.
b. If the Optionee’s employment
terminates (other than by reason of disability, retirement from
employment with the Company at age 65, or death), the Optionee may,
for a period of three months from the date of termination, exercise
all Options that are exercisable in accordance with Section 2
(determined in accordance with subsection d. of this
Section 4) and that have not otherwise termin
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