Neiman Marcus 2002 Annual Report Download - page 108

Exhibit 10.22
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS
AGREEMENT
This Confidentiality, Non-Competition and Termination Benefits Agreement ("Agreement") is entered into effective as of
May 21, 2003 between Nelson A. Bangs ("Executive") and The Neiman Marcus Group, Inc., a Delaware corporation, ("NMG"), and
replaces and supersedes in its entirety that certain Termination and Change of Control Agreement between Executive and NMG dated
April 17, 2001 (the "2001 Agreement"). All capitalized terms used but not defined herein shall have the meanings assigned to them in
Appendix A, which is attached hereto and incorporated fully herein by reference.
WHEREAS, Executive is employed "at will" as Senior Vice President and General Counsel NMG and either Executive or
NMG may terminate Executive's employment at any time, with or without notice, and for any reason;
WHEREAS, in connection with the restructuring of the compensation and benefits provided to senior executives of NMG,
including Executive, the Board of Directors of NMG has determined that stock option and restricted stock awards should be combined
with appropriate post-employment and other restrictions designed to protect the legitimate business interests of NMG and its
Affiliates;
WHEREAS, NMG and Executive have entered into separate stock option and restricted stock agreements (the "Incentive
Agreements") effective November 20, 2002 that set forth the rights and obligations of NMG and Executive with respect to such
awards;
WHEREAS, NMG has granted to Executive an ownership interest in NMG in the form of NMG stock;
WHEREAS, by virtue of his position and responsibilities, Executive is a fiduciary of NMG and its Affiliates and has unique
access to and knowledge of NMG's and its Affiliates' privileged and unprivileged confidential information acquired during the course
of and by reason of his legal representation of NMG and its Affiliates and his employment by NMG;
WHEREAS, by virtue of his position and responsibilities, Executive is obligated by the Texas Rules of Disciplinary Conduct
and the common law to protect and preserve NMG's and its Affiliates' privileged and unprivileged confidential information and not to
use that information to the disadvantage of NMG or its Affiliates or for his own or a third party's benefit;
WHEREAS, Executive's association with NMG to the exclusion of its competitors has enhanced NMG's goodwill and
Executive's earning capacity;
WHEREAS, NMG and Executive mutually desire to protect NMG's goodwill created by Executive's association with NMG
and NMG's and its Affiliates' privileged and unprivileged confidential information, and in recognition of the possible interruption of
Executive's earnings after the end of his NMG employment and Executive's obligations under the Texas Rules of Disciplinary
Conduct; and