Neiman Marcus 2002 Annual Report Download - page 113

on a national securities exchange or actively traded in the over-the-counter market if he and the members of his immediate family do
not, directly or indirectly, hold more than a total of one (1) percent of all such shares of stock or other securities issued and
outstanding. Executive acknowledges and agrees that engaging in the activities restricted by this subparagraph would result in the
inevitable disclosure or use of Confidential Information for the Competitor's benefit or to the detriment of NMG.
Executive acknowledges and agrees that the restrictions contained in this paragraph 3 are designed to and do comply with
Executive's obligations under the Texas Disciplinary Rules of Professional Conduct; are ancillary to an otherwise enforceable
agreement, including without limitation the mutual promises and undertakings set forth in paragraph 2 of this Agreement and in the
Incentive Agreements; that NMG's promises and undertakings set forth in paragraph 2 of this Agreement and in the Incentive
Agreements, Executive's position and responsibilities with NMG, and NMG granting to Executive ownership in NMG in the form of
NMG stock, give rise to NMG's interest in restricting Executive's post-employment activities; that such restrictions are designed to
enforce Executive's promises and undertakings set forth in this paragraph 3 and his obligations and duties owed to NMG and its
Affiliates under the Texas Disciplinary Rules of Professional Conduct and at common law; that the restrictions are reasonable and
necessary, are valid and enforceable under Texas law, and do not impose a greater restraint than necessary to protect NMG's goodwill,
Confidential Information, and other legitimate business interests; that he will immediately notify NMG in writing should he believe or
be advised that the restrictions are not valid or enforceable under Texas law, the Texas Disciplinary Rules of Professional Conduct, or
the law or disciplinary or ethical rules of any other state or body that he contends or is advised is applicable; that the mutual promises
and undertakings of NMG and Executive under paragraphs 2 and 3 of this Agreement are not contingent on the duration of Executive's
employment with NMG; and that absent the promises and representations made by Executive in this paragraph 3 and paragraph 2
above, NMG would require him to return any Confidential Information in his 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 or have entered into this Agreement or the Incentive Agreements.
4. The Termination Benefits constitute all of NMG's obligations to Executive with respect to the end of Executive's
employment with NMG. However, nothing in this Agreement is intended to limit any earned, vested benefits (other than any
entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan of
NMG in which Executive is participating at the time of his termination of employment or resignation.
5. Executive acknowledges and agrees that NMG would not have an adequate remedy at law and would be irreparably harmed
in the event that any of the provisions of paragraphs 2 or 3 of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. Accordingly, Executive agrees that NMG shall be entitled to equitable relief, including preliminary
and permanent injunctions and specific performance, in the event Executive breaches or threatens to breach any of the provisions of
such paragraphs, without the necessity of posting any bond or proving special damages or irreparable injury. Such remedies shall not
be deemed to be the exclusive remedies for a breach or threatened breach of this Agreement by Executive, but shall be in addition to
all other remedies available to NMG at law
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