Exhibit 10.44.2
AMENDED
EXHIBIT A
to
EMPLOYMENT AGREEMENT
Entered into as of August 27, 1999 between
FEDERATED CORPORATE SERVICES, INC.
And
JAMES M. ZIMMERMAN
(AMENDMENT AS OF FEBRUARY 26, 2003)
(All capitalized terms used in this Exhibit are defined as set forth in
Agreement)
The Employment Agreement, as previously amended, remains in effect in all
respects except as amended as provided below.
ANNUAL BONUS: In respect of fiscal 2003, the annual bonus
payable (if any) under the terms of the 1992
Incentive Bonus Plan (as such may be amended from
time to time) of Federated Department Stores, Inc.
(Federated) will be based on performance goals
established for the senior executives of the
Employer on an annual basis by the Board of
Directors of Federated or a Committee thereof,
with the amount of bonus equal to a sliding
percent of Employee's annual base salary in effect
as of the last day of the performance period based
on performance against the targeted annual goals,
as follows:
Performance Against Payout as Percent
Target Of Annual Salary
------ ----------------
(a) CORPORATE EBIT $
Below the percent of 0.0%
Target approved by the
Section 162(m)
Subcommittee of the
Board of Directors of
Federated (the
"Subcommittee)
At the percent of Target As approved by the
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Performance Against Payout as Percent
Target Of Annual Salary
------ ----------------
approved by the Subcommittee
Subcommittee
Target 90.0%
Above Target 90% plus 13.0% per
1% of EBIT over Target
(b) CORPORATE SALES $
Below Target 0.0%
Target 30.0%
101% of Target 60.0%
(c) CORPORATE CASH FLOW
More than $50 million 0.0%
below Target
$50 million below Target 12.0%
$25 million below Target 18.0%
Target 30.0%
$150 million over Target 60.0%
The percent of base salary payable as the annual bonus
is the aggregate of the above designated payout based on
performance achieved under each of the performance
components described in (a), (b) and (c), above.
Any annual bonus payable hereunder shall be paid in the
fiscal year following the annual performance period in
respect of which the bonus is payable in accordance with
Federated's 1992 Incentive Bonus Plan (as such may be
amended from time to time).
By operation of Federated's Supplementary Executive
Retirement Plan, annual bonuses paid to Employee under
Federated's 1992 Incentive Bonus Plan are included as
eligible compensation under Federated's Pension Plan.
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TERM AND DUTIES: Notwithstanding anything in the Agreement to the
contrary, effective February 26, 2003, Employee shall
cease to serve as Chief Executive Officer of Federated
and shall continue to perform the duties of Chairman of
the Board of Federated until the expiration of the Term
on February 1, 2004. The duties of Employee shall be
commensurate with the office of Chairman of Federated.
GOOD REASON TERMINATION: Section 1.9(c) of the Agreement is amended to provide
that the failure of the Employee to be elected or
reelected Chairman of Federated or to be elected or
reelected to membership on Federated's Board of
Directors shall, among the other circumstances set out
in Section 1.9, constitute "good reason" entitling
Employee to terminate his employment pursuant to, and
obtain the entitlements set out in, Section 1.7 of the
Agreement.
JAMES M. ZIMMERMAN FEDERATED CORPORATE SERVICES, INC.
/s/ James M. Zimmerman /s/ Dennis J. Broderick
- -------------------------- -----------------------------
DENNIS J. BRODERICK
PRESIDENT
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