Saks Incorporated
Performance Unit Award
Agreement
«Grant_Date»
This is a Performance Unit Award
Agreement between Saks Incorporated (the “
Company ”) and the individual who has executed
this Performance Unit Award Agreement above the “Award Holder
signature” line (the “ Award Holder
”). The term “ this Agreement ”
means this Performance Unit Award Agreement and each Award
Supplement (defined in paragraph 1 of this Agreement) relating to
this Agreement.
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 amended after the date
of this Agreement.
Terms and
Conditions
The Company and the Award Holder
agree as follows:
1. Performance Unit
Awards . This
Agreement is the agreement referred to in section 9 of the Plan.
For each of the Company’s performance unit awards to the
Award Holder pursuant to the Plan, this Agreement, the Plan, and
each Award Supplement to this Agreement, which need not be signed
by the Award Holder, will govern. The performance units awarded by
the Company to the Award Holder pursuant to the Plan together are
referred to as the “ Performance Units. ”
The Company will evidence each award of Performance Units by a
separate Supplement to Performance Unit Award Agreement to be
attached to this Agreement from time to time (each an “
Award Supplement ” and together the “
Award Supplements ”). Award Supplements will
indicate the number of Performance Units awarded to the Award
Holder and the restrictions that are applicable to the Performance
Units awarded. This Agreement governs all Performance Units awarded
to the Award Holder prior to, on, or after the date of this
Agreement, and all Award Supplements, whenever delivered to the
Award Holder, are incorporated into and form a part of this
Agreement.
2. Restrictions;
Forfeiture .
(a) Each award of Performance Units
is subject to each of the following restrictions until the vesting
conditions described on the Award Supplement applicable to the
award have been satisfied or the restrictions have otherwise
expired or terminated. Failure to satisfy the vesting conditions by
the times specified on the Award Supplement will result in the
forfeiture of the number of unvested Performance Units specified on
the Award Supplement. Unvested Performance Units may not be sold,
transferred, exchanged, assigned, pledged, hypothecated, or
otherwise encumbered. If the Award Holder’s employment with
the Company or any affiliate terminates for any reason other than
as provided in subparagraphs (b) or (c) of paragraph 3 of
this Agreement, then the Award Holder will forfeit all of the Award
Holder’s right, title, and interest in and to the
then-unvested Performance Units as of the date of employment
termination, and the unvested Performance Units will revert to the
Company immediately following the event of forfeiture.
(b) The Award Holder will forfeit all
unearned or unpaid awards of Performance Units, including, but not
by way of limitation, awards earned but not yet paid
Exhibit 10.1
if (i) the Award Holder, without
the written consent of the Company, engages directly or indirectly
in any manner or capacity as principal, agent, partner, officer,
director, employee, or otherwise in any business or activity
determined by the Committee, in its sole discretion, to be
competitive with any business or activity conducted by the Company
or any of its subsidiaries; or (ii) the Award Holder performs
any act or engages in any activity that in the opinion of the Chief
Executive Officer of the Company is inimical to the best interests
of the Company.
(c) If within six months following
the Award Holder’s termination of employment the Award
Holder, without the written
