Neiman Marcus 2002 Annual Report Download - page 109

WHEREAS, NMG and Executive accordingly desire to make certain modifications to the provisions of the 2001 Agreement,
necessitating its replacement with this Agreement;
NOW, THEREFORE, in consideration of the Incentive Agreements and the promises and undertakings of the parties set out
herein, and intending to be legally bound, Executive and NMG agree as follows:
1. (a) While Executive is employed at-will by NMG, if NMG terminates Executive's employment for any reason other
than for "Cause," his "Total Disability," or his death, subject to paragraphs 1(c) and 1(d) below, NMG shall provide Executive with
benefits ("Termination Benefits") consisting of:
(1) an amount equivalent to 1.5 times his then-current annual base salary, less required withholding, which amount
would be paid over an 18-month period (hereinafter, the "Salary Continuance Period") in regular, bi-weekly
installments following such termination; and
(2) if, at the time of his termination, Executive participates in a group medical insurance plan offered by NMG and
Executive is eligible for and elects to receive continued coverage under such plan in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") or any successor law, NMG will reimburse
Executive during the Salary Continuance Period or, if shorter, the period of such actual COBRA continuation
coverage, for the total amount of the monthly COBRA medical insurance premiums actually paid by Executive for
such continued medical insurance benefits.
For the purposes of determining whether or not NMG has terminated Executive's employment under this paragraph 1(a), any material,
adverse change in the terms and conditions of his employment, including but not limited to a relocation of Executive's place of
business 50 miles or more from the current location, which change causes Executive to resign his employment with NMG, will be
deemed a termination by NMG. A transfer of employment between NMG and its Affiliates shall not be considered as a termination of
employment for purposes of this Agreement.
(b) NMG shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all the business and/or assets of NMG, by agreement in writing in form and substance reasonably
satisfactory to Executive, expressly, absolutely, and unconditionally to assume and agree to perform this Agreement in the same
manner and to the same extent that NMG would be required to perform it if no such succession or assignment had taken place. If
NMG fails to obtain such agreement by the effective time of any such succession or assignment, such failure shall be considered a
material, adverse change in the terms and conditions of Executive's employment and will be deemed a termination by NMG for
purposes of paragraph 1(a) of this Agreement if such failure causes Executive to resign his employment with NMG; provided that the
Termination Benefits to which Executive would be entitled after such resignation pursuant to paragraph 1(a) of this Agreement shall
be the sole remedy of Executive for any failure by NMG to obtain such agreement. As used in this Agreement, "NMG" shall include
any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all the
business
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