Amended and Restated Saks Incorporated Employee Stock Purchase Plan



 Exhibit 10.1 
 AMENDED AND RESTATED 
 SAKS INCORPORATED 
 EMPLOYEE STOCK PURCHASE PLAN 
 (as amended effective 9/16/2008) 

 

	1.	Purpose. The purpose of the Saks Incorporated Employee Stock Purchase Plan is to provide a method whereby employees of Saks Incorporated and its subsidiaries have an
opportunity to purchase shares of Common Stock of the Corporation. The Plan is intended to qualify as an Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code of 1986, as amended, and all provisions of the Plan shall be
construed in a manner to effect that intent. 

  

	2.	Definitions. As used in this Plan, the following words shall have the following meanings: 

  

	 	(a)	“Code” shall mean the Internal Revenue Code of 1986, as amended. Reference to a section of the Code shall include that section and any comparable section of any future
legislation that amends, supplements, or supersedes that section. 

  

	 	(b)	“Common Stock” shall mean the common stock of the Corporation. 

  

	 	(c)	“Compensation Committee” shall mean the Human Resources and Compensation Committee of the Board of Directors or any successor committee of the Board of Directors that has
the same duties and responsibilities, to which the administrative duties and responsibilities under the Plan are delegated. 

  

	 	(d)	“Corporation” shall mean Saks Incorporated, a Tennessee corporation. 

  

	 	(e)	“Employee” shall mean any individual who is employed by the Corporation or a Subsidiary on a full-time or part-time basis and who is regularly scheduled to work more than
20 hours per week. 

  

	 	(f)	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

  

	 	(g)	“Offering” shall mean any opportunity to purchase Common Stock granted to Participants, the terms and conditions of which have been established by the Compensation
Committee pursuant to the Plan. 

  

	 	(h)	“Offering Commencement Date” shall mean the date on which any Offering commences. 

  

	 	(i)	“Offering Termination Date” shall mean the date on which any Offering ends. 

  

	 	(j)	“Option” shall mean any opportunity to purchase Common Stock granted to a Participant pursuant to an Offering. 

  

	 	(k)	“Participant” shall mean each Employee who becomes a participant in the Plan as provided in Section 5. 









	 	(l)	“Participation Agreement” shall mean a written participation form pursuant to which an eligible Employee elects to become a Participant and authorizes the Corporation to
make payroll deductions with respect to such Employee. 

  

	 	(m)	“Plan” shall mean the Amended and Restated Saks Incorporated Employee Stock Purchase Plan (as amended effective 9/16/2008). 

  

	 	(n)	“Purchase Price” shall mean the purchase price per share of Common Stock subject to any Option as determined under Section 6(b). 

  

	 	(o)	“Subsidiary” shall mean any present or future corporation which: 

  

	 	(i)	would be a “subsidiary corporation” of the Company as the term is defined in Section 424 of the Code, and 

  

	 	(ii)	is designated as a participant in the Plan by the Board of Directors. 

  

	3.	Administrative. 

  

	 	(a)	Appointment. The Plan shall be administered by the Compensation Committee. The Compensation Committee may, from time to time, delegate nondiscretionary administrative
responsibilities under the Plan to Employees who shall continue to be eligible to participate in accordance with Section 4(a). 

  

	 	(b)	Powers. The Compensation Committee shall determine: 

  

	 	(i)	the time or times when Options shall be granted; 

  

	 	(ii)	the number of shares of Common Stock subject to an Offering; and 

  

	 	(iii)	the limitations, restrictions, and conditions applicable to any Options. 

  

	 	(c)	Interpretations. Subject to the express provisions of the Plan, the Compensation Committee may interpret the Plan, prescribe, amend, and rescind rules and regulations
relating to it, determine the terms and conditions of the Options, and make all other determinations it deems necessary or advisable for the administration of the Plan. 

  

	 	(d)	Determinations. The determinations of the Compensation Committee on all matters regarding the Plan shall be conclusive. No member of the Compensation Committee shall be
liable for any action taken or determination made in good faith. 

  

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	4.	Eligibility. 

  

	 	(a)	Initial Eligibility. Each Employee who shall have completed twelve (12) months of employment and is an Employee on the date his or her participation in the Plan is to
become effective shall be eligible to participate in Offerings under the Plan that commence on or after such twelve (12) month period has concluded. 

  

	 	(b)	Restrictions on Participation. Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an Option under the Plan: 

  

	 	(i)	if, immediately after the grant, such Employee would own stock, and/or hold outstanding options (or other awards) to purchase stock, possessing 5% or more of the total combined
voting power or value of all classes of stock of the Corporation (for purposes of his paragraph, the rules of Section 423 of the Code shall apply in determining stock ownership of an Employee); or 

  

	 	(ii)	which permits the Employee’s right to purchase stock under all employee stock purchase plans, within the meaning of Section 423 of the Code, to accrue at a rate that
exceeds $25,000 in fair market value of the stock (determined at the time such Options are granted) for each year in which such Options are outstanding. 

  

	5.	Commencement of Participation. 

  

	 	(a)	Participation. An eligible Employee may become a Participant by completing a Participation Agreement and delivering it to an authorized representative of the Corporation.
Payroll deductions for a Participant shall commence on the applicable Offering Commencement Date and shall continue in effect until terminated as described in Section 5(b). All such Participant contributions shall be credited to the
Participant’s account. 

  

	 	(b)	Participant Elections. The terms of the Participation Agreement shall provide that the Participant elects to have payroll deductions credited to the Participant’s
account, subject to the limitations hereinafter described, that will in no event exceed Two Thousand Four Hundred and 00/100 Dollars ($2,400.00) during any Offering. Notwithstanding the foregoing, the Compensation Committee retains the right to
adjust this amount for any Offering; provided, however, that if the Compensation Committee increases this amount for a subsequent Offering, the payroll deduction amount elected by a Participant for such Offering shall not increase absent an
affirmative election by such Participant. Elections to participate hereunder shall continue in effect for each subsequent Offering unless at least ten (10) days prior to an Offering Commencement Date, the Participant withdraws from the Plan,
ceases to be an Employee, or elects a different rate of payroll deductions pursuant to a new Participation Agreement. Notwithstanding the foregoing, the Compensation Committee in its sole discretion may, upon prior notice to Participants, require
all Participants to enter into a new Participation Agreement with respect to any subsequent Offering at least ten (10) days prior to the subsequent Offering Commencement Date in order to participate in such Offering. 


 

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	6.	Options. 

  

	 	(a)	Number of Option Shares. On each Offering Commencement Date, each Participant shall be granted an Option to Purchase up to the number of shares of Common Stock equal to the
number determined by dividing Two Thousand Four Hundred and 00/100 Dollars ($2,400.00) (or such other amount designated as the payroll deduction limit for such Offering) by the Purchase Price. 

  

	 	(b)	Purchase Price. The Purchase Price shall be an amount not less than the lower of: 

  

	 	(i)	85% of the closing bid price per share of the Common Stock as listed on the New York Stock Exchange on the last business day preceding the grant of such Option; or


  

	 	(ii)	85% of the closing bid price per share of the Common Stock as listed on the New York Stock Exchange on the last business day preceding the exercise of such Option.


  

	 	(c)	Maximum Shares Issuable Under the Plan. The maximum number of shares of Common Stock issuable under the Plan pursuant to Options to buy shares of Common Stock is 700,000
subject to adjustments pursuant to Section 9. Shares of Common Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held in the treasury of the Corporation. In the event that any Option under the Plan expires
unexercised or is terminated without being exercised, in whole or in part, for any reason, the number of shares theretofore subject to such Option or the unexercised or terminated portion thereof, shall be added to the remaining number of shares of
Common Stock available for grant as an Option under the Plan upon such terms and conditions as the Compensation Committee shall determine, which terms may be more or less favorable than those applicable to such former Option.


  

	7.	Exercise of Option. 

  

	 	(a)	Automatic Exercise. Unless a Participant gives written notice of withdrawal to the Corporation, the Participant’s Option for the purchase of shares of Common Stock with
payroll deductions made during any Offering will be deemed to have been exercised automatically on the Offering Termination Date applicable to such Offering, for the purchase of the number of shares of Common Stock that the accumulated payroll
deductions, not to exceed Two Thousand Four Hundred and 00/100 Dollars ($2,400.00) (or such other amount designated as the payroll deduction limit for such Offering), credited to his or her account at that time will purchase at the applicable
Purchase Price (but not in excess of the number of shares for which Options have been granted to the Employee), and subject to Section 7(c), any excess in his account at that time will be returned to him. An Option may be exercised only by a
Participant during his or her lifetime or by a beneficiary within ninety (90) days of the date of death of the Participant. 

  

	 	(b)	 Withdrawal From Account. A Participant who is not subject to Section 16 of the Exchange Act may withdraw from the Plan, in whole but not in part, at any
time by delivering written notice to the Corporation’s authorized representative 



  

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indicating such participant’s intent to withdraw. A Participant subject to Section 16 of the Exchange Act may not voluntarily withdraw during an
Offering. Upon withdrawal by a Participant, the Corporation will promptly refund the entire balance of a Participant’s deductions accumulated during the year. A Participant who withdraws from the Plan may reenter for a subsequent Offering by
completing a Participation Agreement and delivering it to an authorized representative of the Corporation in accordance with Section 5 at least ten (10) days prior to an Offering Commencement Date. 


  

	 	(c)	Fractional Shares. Fractional shares of Common Stock will be issued under the Plan to the extent it is practicable. 

  

	 	(d)	Delivery of Shares of Common Stock. As soon as practicable after the Offering Termination Date of each Offering, the Corporation will purchase the shares of Common Stock
issued upon exercise of the Option and place such shares of Common Stock in an account in the name of the Participant. 

  

	8.	Transferability. No Option may be transferred, assigned, pledged or hypothecated (other than to the laws of descent and distribution), and no Option shall be subject to
execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of an Option or levy of attachment or similar process upon the Option not specifically permitted herein shall be null and void
and without effect. 

  

	9.	Adjustment Provisions. The aggregate number of shares of Common Stock with respect to which Options may be granted, the aggregate number of shares of Common Stock subject to
each outstanding Option, and the Purchase Price with respect to an Option, may all be appropriately adjusted as the Compensation Committee may determine for any increase or decrease in the number of shares of issued Common Stock resulting from a
subdivision or consolidation of shares, whether through organization, recapitalization, stock split, stock distribution, combination of shares, or the payment of a share dividend or other increase in the number of such shares outstanding effected
without receipt of consideration by the Corporation. Adjustments under this Section 9 shall be made in the sole discretion of the Compensation Committee, and its decision shall be binding and conclusive. 

  

	10.	Dissolution, Merger and Consolidation. Upon the dissolution or liquidation of the Corporation, or upon a merger or consolidation of the Corporation in which the Corporation
is not the surviving corporation, each Option granted hereunder shall expire as of the effective date of such transaction; provided, however, that the Compensation Committee shall give at least thirty (30) days prior written notice of such
event to each Participant during which time he or she shall have the right to exercise his or her wholly or partially unexercised Option and, subject to prior expiration pursuant to Section 12(a) or (b), each Option shall be exercisable after
receipt of such written notice and prior to the effective date of such transaction. 

  

	11.	Effective Date. The Plan shall become effective on September 16, 2008. 

  

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	12.	Termination of Employment. Notwithstanding anything contained herein to the contrary, each Option shall expire on the earlier of: 

  

	 	(a)	the expiration of ninety (90) days commencing with the death of the Participant; 

  

	 	(b)	the expiration of ninety (90) days commencing with the date that the employment of the Participant with the Corporation terminates for any reason; or 


 

	 	(c)	the applicable Offering Termination Date. 

 Upon expiration
of any Option prior to the applicable Offering Termination Date, any payroll deductions credited to the Participant under the Plan shall be promptly returned to the Participant or his beneficiary in the event of his death, without interest.

  

	13.	Miscellaneous.  

  

	 	(a)	Legal and Other Requirements. The obligations of the Corporation to sell and deliver shares of Common Stock under the Plan shall be subject to all applicable laws,
regulations, rules and approvals, if deemed necessary or appropriate by the Corporation. Certificates for shares of Common Stock issued hereunder may contain a legend as the Compensation Committee deems appropriate. 

  

	 	(b)	No Obligation to Exercise Options. The granting of an Option shall impose no obligation upon a Participant to exercise such Option. 

  

	 	(c)	Termination and Amendment of Plan. The Compensation Committee, without further action on the part of the shareholders of the Corporation, may from time to time alter, amend
or suspend the Plan or any Option granted hereunder or may, at any time, terminate the Plan, except that, unless approved by the shareholders in accordance with Section 11, it may not; 

  

	 	(i)	change the total number of shares of Common Stock authorized to be issued under the Plan; or 

  

	 	(ii)	change the class of employees eligible to be granted Options under the Plan. No action taken by the Compensation Committee under this Section may materially and adversely affect any
outstanding Option without the consent of the holder thereof. 

  

	 	(d)	Application of Funds. The proceeds received by the Corporation from the sale of shares of Common Stock pursuant to Options will be used for general corporate purposes.


  

	 	(e)	Right to Terminate Employment. Nothing in the Plan or any agreement entered into pursuant to the Plan shall confer upon any Employee or Participant the right to continue in
the employment of the Corporation or affect any right which the Corporation may have to terminate the employment of such Employee or Participant. 

  

	 	(f)	Right as a Shareholder. No Participant shall have any rights or privileges as a shareholder in shares of Common Stock covered by an Option until such Option has been
exercised. 

  

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	 	(g)	Leaves of Absence and Disability. A Participant shall continue to be treated as an Employee for all purposes of the Plan during the first ninety (90) days of any leave
of absence, whether such leave is with or without pay. Upon expiration of such ninety (90) day period, unless a Participant has resumed employment as an Employee, his employment for purposes of the Plan shall be deemed to terminate on such
date. During the first ninety (90) days of leave of absence the Participant shall continue to have all rights otherwise provided pursuant to the Plan and the additional right to supplement the payroll deductions (if any) made during such period
with out-of-pocket payments to the extent necessary to continue his Plan election in effect for the applicable Offering. 

  

	 	(h)	Notices. Every direction, revocation, or notice authorized or required by the Plan shall be deemed delivered to the Corporation: (A) on the date it is personally
delivered to the Secretary of the Corporation at its principal executive offices; or (B) three business days after it is sent by registered or certified mail, postage prepaid, addressed to the Secretary at such offices; and shall be deemed
delivered to a Participant: (1) on the date it is personally delivered to him or her, or (2) three (3) business days after it is sent by registered or certified mail, postage prepaid, addressed to him or her at the last address shown
for him or her on the records of the Corporation. 

  

	 	(i)	Applicable Law. All questions pertaining to the validity, construction and administration of the Plan granted hereunder shall be determined in conformity with the laws of the
State of Tennessee. 

  

	 	(j)	Limitations on Sale of Shares of Common Stock Purchased Under the Plan. The Plan is intended to provide shares of Common Stock for long-term investment. The Corporation does
not, however, intend to restrict or influence any Employee in the conduct of his or her own affairs. An Employee may, therefore, sell shares of Common Stock purchased under the Plan at any time he or she chooses; provided, however, that because of
certain federal income tax requirements each Employee will agree by entering the Plan to give the Corporation prompt notice of any such shares of Common Stock disposed of within two (2) years after the date of grant of the applicable Option
showing the number of such shares disposed of. An appropriate legend requiring such notice shall be placed on the certificate of Common Stock issued hereunder. The Employee assumes the risk of any market fluctuations in price of such shares of
Common Stock. 

 Officers and directors should note that, pursuant to federal securities laws, certain restrictions apply to the
number of shares of Common Stock he or she may sell, the manner of sale, and the timing of sales with respect to the resale of shares acquired under the Plan; therefore, officers and directors must consult with the office of the Senior Vice
President of Investor Relations prior to any such sales. 
 [Remainder of Page Intentionally Blank; Signature Page Follows.]

  

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 IN WITNESS WHEREOF, the Corporation has adopted the foregoing instrument as of September 16, 2008.

  

	
	SAKS INCORPORATED
	
	 /s/ Christine Morena

	Signature
	
	 Christine Morena, EVP -HR

	Printed Name, Title


  

	
	ATTEST:
	
	 /s/ Ron Llewellyn

	Signature
	
	 Ron Llewellyn, Secretary

	Printed Name, Title

  

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