Neiman Marcus 2002 Annual Report Download - page 112

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 he is employed by NMG and for a 1.5 year period
following the end of that employment for any reason, he shall not engage in any of the following activities (the "Restricted
Activities"):
(a) He 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) He will not, whether on his 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) He will not, whether on his 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;
(d) He will not enter into an attorney-client relationship, whether as an employee or otherwise, with any Competitor of
NMG or any of its Affiliates without the advance written consent of NMG. Executive acknowledges and agrees that the restrictions
imposed by this subparagraph do not violate the Texas Disciplinary Rules of Professional Conduct (or the disciplinary or ethical rules
of any other state or body) and that entering into an attorney-client relationship with a Competitor of NMG or any of its Affiliates
would result in the inevitable disclosure or use of Confidential Information for the Competitor's benefit or to the detriment of NMG;
and
(e) He will not associate directly or indirectly, in a non-legal capacity as an employee, officer, director, agent, partner,
stockholder, owner, representative, or consultant, with any Competitor of NMG or any of its Affiliates, unless (1) he has advised
NMG in writing in advance of his 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 to protect
its interests; (3) NMG, in its sole discretion, has approved in writing such association; and (4) Executive and the Competitor adhere to
such assurances. This restriction (1) extends to the performance by Executive, directly or indirectly, of the same or similar activities
Executive has performed for NMG or any of its Affiliates in a non-legal capacity, if any, or such other activities that by their nature
are likely to lead to the disclosure of Confidential Information, and (2) with respect to the post-employment restriction, applies to any
Competitor that has a retail store within 50 miles of, or in the same Metropolitan Statistical Area as, any retail store of NMG or any of
its Affiliates. Executive shall not be in violation of this paragraph 3(d) solely as a result of his investment in stock or other securities
of a Competitor or any of its Affiliates listed
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