Neiman Marcus 2002 Annual Report Download - page 104

officer, director, or employee of NMG to the extent necessary for the proper performance of her responsibilities unless authorized to
do so by NMG or compelled to do so by law or valid legal process;
(d) if she believes she is compelled by law or valid legal process to disclose or divulge any Confidential Information, she will
notify NMG in writing sufficiently in advance of any such disclosure to allow NMG the opportunity to defend, limit, or otherwise
protect its interests against such disclosure;
(e) at the end of her employment with NMG for any reason or at the request of NMG at any time, she will return to NMG all
Confidential Information and all copies thereof, in whatever tangible form or medium including electronic; and
(f) absent the promises and representations of Executive in this paragraph and paragraph 3 below, NMG would not promote
Executive, would require her immediately to return any tangible Confidential Information in her possession, would not provide
Executive with new and additional Confidential Information, would not authorize Executive to engage in activities that will create
new and additional Confidential Information, and would not enter into this Agreement or the Incentive Agreements.
3. In consideration of NMG's promises to promote Executive, provide her with new and additional Confidential Information,
and to authorize her to engage in activities that will create new and additional Confidential Information upon execution and delivery of
this Agreement, and the other promises and undertakings of NMG in this Agreement and the Incentive Agreements, Executive agrees
that, while she is employed by NMG and for a period of 18 months following the end of that employment for any reason, she shall not
engage in any of the following activities (the "Restricted Activities"):
(a) She will not directly or indirectly disparage NMG or its Affiliates, any products, services, or operations of NMG or its
Affiliates, or any of the former, current, or future officers, directors, or employees of NMG or its Affiliates;
(b) She will not, whether on her own behalf or on behalf of any other individual, partnership, firm, corporation or business
organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or entice, any
person who is then employed by or otherwise engaged to perform services for NMG or its Affiliates to leave that employment or cease
performing those services;
(c) She will not, whether on her own behalf or on behalf of any other individual, partnership, firm, corporation or business
organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or entice, any
person who is then a customer, supplier, or vendor of NMG or any of its Affiliates to cease being a customer, supplier, or vendor of
NMG or any of its Affiliates or to divert all or any part of such person's or entity's business from NMG or any of its Affiliates; and
(d) She will not associate directly or indirectly, as an employee, officer, director, agent, partner, stockholder, owner,
representative, or consultant, with any Competitor of NMG or any of its Affiliates, unless (1) she has advised NMG in writing in
advance of her desire to undertake such activities and the specific nature of such activities; (2) NMG has received written assurances
(that will be designed, among other things, to protect NMG's and its Affiliates' goodwill, Confidential Information, and other
important commercial interests) from the Competitor and Executive that are, in NMG's sole discretion, adequate
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