Neiman Marcus 2002 Annual Report Download - page 110

and/or assets of NMG that executes and delivers the agreement provided for in this paragraph 1(b) or that otherwise becomes
obligated under this Agreement by operation of law.
(c) If, in the reasonable judgment of NMG, Executive engages in any of the Restricted Activities described in
paragraph 3 of this Agreement, NMG's obligation to provide the Termination Benefits shall end as of the date NMG so notifies
Executive in writing.
(d) If Executive is arrested or indicted for any felony, other serious criminal offense, or any violation of federal or state
securities laws, or has any civil enforcement action brought against him by any regulatory agency, for actions or omissions related to
his employment with NMG, or if NMG reasonably believes in its sole judgment that Executive has committed any act or omission that
would have entitled NMG to terminate his employment for Cause, whether such act or omission was committed during his
employment with NMG or during the Salary Continuance Period, NMG may suspend any payments remaining pursuant to paragraph
1(a) of this Agreement until the final resolution of such criminal or civil proceedings or until NMG has made a final determination in
its sole judgment as to whether Executive committed such an act or omission. If Executive is found guilty or enters into a plea
agreement, consent decree or similar arrangement with respect to any such criminal or civil proceedings, or if NMG determines in its
sole judgment that Executive has committed such an act or omission, (1) NMG's obligation to provide the Termination Benefits shall
immediately end, and (2) Executive shall repay to NMG any amounts paid to him pursuant to paragraph 1(a) of this Agreement within
30 days after a written request to do so by NMG. If any such criminal or civil proceedings do not result in a finding of guilt or the
entry of a plea agreement or consent decree or similar arrangement, or NMG determines in its sole judgment that Executive has not
committed such an act or omission, NMG shall pay to Executive any payments pursuant to paragraph 1(a) of this Agreement that it
has suspended, with interest on such suspended payments at its cost of funds, and shall make any remaining payments due thereunder.
2. Executive acknowledges and agrees that (a) NMG is engaged in a highly competitive business; (b) NMG has expended
considerable time and resources to develop goodwill with its customers, vendors, and others, and to create, protect, and exploit
Confidential Information; (c) NMG must continue to prevent the dilution of its goodwill and unauthorized use or disclosure of its
Confidential Information to avoid irreparable harm to its legitimate business interests; (d) given his position and responsibilities, he is
a fiduciary of NMG and its affiliates; (e) his status as a fiduciary and the proper functioning of the legal system require the
preservation by him of the Confidential Information during his employment by NMG and thereafter; (f) he is obligated by the Texas
Rules of Disciplinary Conduct and the common law during his employment by NMG and thereafter to protect and preserve NMG and
its Affiliates' Confidential Information and not to use the Confidential Information to the disadvantage of NMG or its Affiliates or for
his own or a third party's benefit; (g) in the specialty retail business, his participation in or direction of NMG's day-to-day operations,
strategic planning, and legal affairs are an integral part of NMG's continued success and goodwill; (h) given his position and
responsibilities, he necessarily will be creating Confidential Information that belongs to NMG and enhances NMG's goodwill, and in
carrying out his responsibilities he in turn will be relying on NMG's goodwill and the disclosure by NMG to him of Confidential
Information; (i) he will have access to Confidential Information that could be used by any Competitor of NMG in a manner that would
irreparably harm NMG's competitive position in the marketplace and dilute its goodwill; and (j) he necessarily would use or disclose
Confidential Information if he were to engage in competition with NMG and/or enter
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