**Exhibit 10.3**

 

**Saks Incorporated**

**Restricted Stock Agreement**

***«Date of Agreement»***

This is a Restricted Stock Agreement (the *“Agreement”*) between Saks Incorporated (the “***Company***”) and the individualwho has executed this Restricted Stock Agreement above the signature line “Signature of Award Holder” (the “***Award Holder***”). This Agreement is made pursuant to the Company’s 2009 Long-Term Incentive Plan (the“***Plan***”). Capitalized terms used but not defined in this Agreement have the same definitions ascribed to such terms in the Plan. 

**Terms and Conditions**

The Company and the Award Holder agree as follows: 

**1. Restricted Stock Awards**. For any Restricted Stock Awards made to the Award Holder ( collectively, the “***RestrictedStock.***”) pursuant to Section 8 of the Plan, this Agreement, the Plan, and each Award Supplement (defined below) to this Agreement will govern. Each Restricted Stock Award will be evidenced by a Supplement to Restricted StockAgreement 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 Stockawarded to the Award Holder, the applicable vesting schedule and any additional restrictions that are applicable to the Restricted Stock awarded. 

**2. Restrictions; Forfeiture.**

(a) Each Restricted Stock Award is subject to each of the following restrictions until thevesting conditions described on the applicable Award Supplement 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 resultin 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 AwardHolder’s employment with the Company or any affiliate terminates for any reason other than as provided in subparagraphs (b), (c) or (d) of paragraph 3 of this Agreement, then the Award Holder will forfeit all of the AwardHolder’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 writtenconsent 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 ofits subsidiaries, or (ii) the Award Holder performs any act or engages in any activity that in the opinion of the Committee is in conflict with or adverse to the interest of the Company or any of its subsidiaries. The restrictions imposed bythis paragraph will apply to all shares of the 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. 

(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 capacityas principal, agent, partner, officer, director, employee, or otherwise in any business or activity determined by the Committee to be competitive with any business or activity conducted by the Company or any of its subsidiaries, the Award Holdershall pay to the Company an amount in cash equal to the value (determined as of the date of vesting) of any Restricted Stock Awards that vested on or after, or within six months prior to, the Award Holder’s termination of employment.

**3. Expiration and Termination of Restrictions**. The restrictions imposed by paragraph 2 of this Agreement on each RestrictedStock Award will expire on the earliest to occur of the following (the period prior to the expiration of such restrictions being the “***Restricted Period***”): 

(a) upon the passage of time or upon the achievement of performance objectives or upon both the passage or time and the achievement of performance objectives, as provided in the applicable AwardSupplement; 

(b) on the date of termination of the Award Holder’s employment by reason of death, disability, or retirement at age 65 (inthe case of disability, as determined by the Company), but only to the extent the Restricted Stock has been earned under the applicable performance objectives as determined by the Committee as of the date of termination (ignoring for this purposeall passage-of-time requirements); 

(c) upon the occurrence of a Change in Control and the termination of the Award Holder’s employmentin the circumstances described in Section 37(b) of the Plan; or 

(d) otherwise in accordance with any written agreement between theCompany (signed by the Company’s Executive Vice President, Human Resources) and the Award Holder that expressly provides for the expiration or termination of such restrictions. 

**4. Change of Control**. The Award Holder’s rights upon a Change of Control are set forth in Section 37 of the Plan. 

**5. Delivery of Restricted Stock**. All Restricted Stock will be registered in the name of the Award Holder as soon as practicable following the dates of the Restricted Stock Award, and allRestricted Stock will be held by the Company in accordance with the Plan during the Restricted Period in certificated or uncertificated form. Certificates for the Restricted Stock for which the Restricted Period has ended will be delivered to theAward Holder or the Award Holder’s designee upon request. 

**6. Voting and Dividend Rights**. Subject to the next sentences,the Award Holder, as beneficial owner of the Restricted Stock, has full voting and dividend rights with respect to the Restricted Stock during and after the Restricted Period. During the Restricted Period the Award Holder may not assign or pledgevoting rights or dividend rights. During the Restricted Period the Company will withhold dividends paid by the Company with respect to the Restricted Stock and

will not pay the dividends to the Award Holder, and the Award Holder will have no right to receive any dividends paid by the Company with respect to the Restricted Stock until the RestrictedPeriod applicable to the Restricted Stock ends and the Company has delivered the Restricted Stock to the Award Holder as provided in paragraph 4 of this Agreement. If the Award Holder forfeits any Restricted Stock in accordance with paragraph 2 ofthis Agreement, the Award Holder’s rights as a beneficial owner of the Restricted Stock, and all of the Award Holder’s interest therein, will immediately terminate, and the Award Holder will not be entitled to payment of past or futuredividends or any other right or benefit with respect to the forfeited Restricted Stock. If for any reason the Award Holder receives dividends with respect to the forfeited Restricted Stock after forfeiture, the Award Holder will repay to the Companyan amount equal to the dividends received. 

**7. No Right to Continued Employment or Service**. The Award Holder acknowledges theprovisions set forth in Section 18 of the Plan. 

**8. 83(b) Election**. The Award Holder may make an election to be taxed uponan award of Restricted Stock under Section 83(b) of the Internal Revenue Code of 1986, as amended, by making an appropriate election with the Internal Revenue Service within thirty days after the date of the award and by otherwise complyingwith applicable requirements. 

**9. Tax Withholding**. The Award Holder acknowledges the tax withholding requirements described inSection 19 of the Plan. 

**10. The Plan Controls**. This Agreement does not undertake to express all conditions, terms andprovisions of the Plan. The grant of the Restricted Stock is subject in all respects to all of the requirements (including, without limitation, tax withholding), restrictions, limitations and other terms and provisions of the Plan, which, by thisreference, are incorporated herein to the same extent as if copied verbatim. This Agreement will be governed by and construed in accordance with the Plan. If any actual or alleged conflict between the provisions of the Plan and the provisions ofthis Agreement occurs, the provisions of the Plan will be controlling and determinative. 

**11. Severability**. If any one or moreof the provisions contained in this Agreement or in any Award Supplement are invalid, illegal or unenforceable, the other provisions of this Agreement or the Award Supplement, as the case may be, will be construed and enforced as if the invalid,illegal or unenforceable provision had never been included. 

**12. Notice**. Notices and communications under this Agreement must bein writing and delivered personally, by overnight courier, or by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: 

Human Resources Department 

Saks Incorporated

12 East 49th Street, 4th Floor 

NewYork, NY 10017 

Attn: Sr. Stock Plan Administrator 

or any other address designated by the Company in a written notice to the Award Holder. Notices to the Award Holder will 

be directed to the address of the Award Holder then currently on file with the Company, or at any other address given by the Award Holder in a written notice to the Company. 

 
**Saks Incorporated**By: /S/    CHRISTINE A. MORENA
Christine A. Morena

Executive Vice President

Corporate Human Resources

**«Name»**

**Name of Award Holder**
  **Signature of Award Holder**
 

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