0000794367-10-000081 Sample Contracts

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Performance-Based Restricted Stock Unit Agreement • March 25th, 2010 • Macy's, Inc. • Retail-department stores • Delaware

This AGREEMENT (the “Agreement”) made as of _______________(the “Date of Grant”) by and between MACY’S, INC., a Delaware corporation (the “Company”), and ____________ (the “Grantee”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 25th, 2010 • Macy's, Inc. • Retail-department stores • Delaware

This AGREEMENT (the "Agreement") is made as of <ISSUE DATE> (the "Date of Grant") by and between MACY’S, INC., a Delaware corporation (the "Company"), and <NAME> (the "Optionee").

TIME-BASED RESTRICTED STOCK UNIT AGREEMENT
Time-Based Restricted Stock Unit Agreement • March 25th, 2010 • Macy's, Inc. • Retail-department stores • Delaware

This AGREEMENT (the “Agreement”) made as of _____________ (the “Date of Grant”) by and between MACY’S, INC., a Delaware corporation (the “Company”), and ___________ (the “Grantee”).

REVISED EXHIBIT A to EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2010 • Macy's, Inc. • Retail-department stores

Revised Annual Bonus: The annual bonus payable (if any) under the terms of the 1992 Incentive Bonus Plan (as such may be amended from time to time) (the “Plan”) of Macy’s, Inc. (“Macy’s”) will be based on achievement of positive EBIT for the applicable fiscal year. If positive EBIT is achieved, a maximum annual bonus of 0.45% of EBIT is payable to Employee, subject to the per person maximum of $7 million set forth in the Plan. The Board of Directors of Macy’s or a Committee thereof may exercise negative discretion to reduce the maximum annual bonus, utilizing performance goals established for the senior executives of the Employer on an annual basis by the Board of Directors of Macy’s or a Committee thereof, with the amount of bonus payable equal to a sliding percent of Employee’s annual base compensation in effect as of the last day of the performance period based on performance against the targeted annual goals.

TIME-BASED RESTRICTED STOCK AGREEMENT
Time-Based Restricted Stock Agreement • March 25th, 2010 • Macy's, Inc. • Retail-department stores • Delaware

This AGREEMENT (the “Agreement”) made as of __________________ (the “Date of Grant”) by and between MACY’S, INC., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).

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