Exhibit
99.1
Saks
Incorporated
Restricted
Stock Agreement
____________,
20__
This is a Restricted Stock Agreement between
Saks Incorporated (the “ Company ”) and
the individual who has executed this Restricted Stock Agreement
above the signature line “Signature of Award Holder”
(the “ Award Holder ”). The term “
this Agreement ” means this Restricted Stock
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. Restricted Stock Awards
. This Agreement is the agreement
referred to in section 8 of the Plan. For each of the
Company’s restricted stock 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 restricted stock awarded by the Company to
the Award Holder pursuant to the Plan together are referred to as
the “ Restricted Stock. ” The Company
will evidence each award of Restricted Stock by a Supplement to
Restricted Stock 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 shares of
Restricted Stock awarded to the Award Holder and the restrictions
that are applicable to the Restricted Stock awarded. This Agreement
governs all Restricted Stock 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 Restricted Stock 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 been
terminated. Failure to satisfy the vesting conditions by the times
specified on the Award Supplement will result in the forfeiture of
the number of shares of unvested Restricted Stock specified on the
Award Supplement. Unvested Restricted Stock 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 shares of Restricted Stock as
of the date of employment termination, and the unvested Restricted
Stock will revert to the Company immediately following the event of
forfeiture.
(b) The Award Holder will forfeit all Restricted
Stock if (i) in the opinion of the Committee, 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 competitive with the business conducted by the
Company or any of its subsidiaries, or (b) 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. The restrictions imposed by this
paragraph will apply to all shares of the Company’s common
stock and any other securities issued with respect to Restricted
Stock in connection with any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate
structure affecting the common stock of the Company.
(c) If within six months following the Award
Holder’s termination of employment 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, the Award Holder will be required to
pay to the Company an amount in cash equal to the value of
Performance Share awards that vested on or after, or within six
months prior to, the Award Holder’s termination of
employment, which value will be determined as of the date of
vesting.
3. Expiration and Termination of
Restrictions . The
restrictions impose
