Neiman Marcus 2002 Annual Report Download - page 115

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APPENDIX A
Definitions
1. "Affiliate" means, with respect to any entity, any other corporation, organization, association, partnership, sole
proprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or
controlled by or under direct or indirect common control with such entity.
2. "Cause" means, in NMG's reasonable judgment, (i) a breach of duty by Executive in the course of his employment involving
fraud, acts of dishonesty (other than inadvertent acts or omissions), disloyalty, or moral turpitude; (ii) conduct that is
materially detrimental to NMG, monetarily or otherwise, or reflects unfavorably on NMG or Executive to such an
extent that NMG's best interests reasonably require the termination of Executive's employment; (iii) acts of
Executive in violation of his obligations under this Agreement or at law; (iv) Executive's failure to comply with or
enforce NMG's policies concerning equal employment opportunity, including engaging in sexually or otherwise
harassing conduct; (v) Executive's repeated insubordination or failure to comply with or enforce other personnel
policies of NMG or its Affiliates; (vi) Executive's failure to devote his full working time and best efforts to the
performance of his responsibilities to NMG or its Affiliates; or (vii) Executive's conviction of or entry of a plea
agreement or consent decree or similar arrangement with respect to, a felony, other serious criminal offense, or any
violation of federal or state securities laws; provided, however, that with respect to items (v) and (vi), Executive has
been provided prior written notice of the failure and afforded a reasonable opportunity to correct same.
3. "Competitor" means (i) the person or entity that owns or operates Saks Incorporated, Nordstrom, Inc., or Barneys New York,
Inc.; (ii) the successors to or assigns of the persons or entities identified in (i); and (iii) any other person or entity
that owns or operates a luxury specialty retail store.
4. "Confidential Information" means any information about NMG or its Affiliates that is protected by the attorney-client
privilege and any unprivileged information relating to NMG or its Affiliates or furnished to Executive by NMG or
its Affiliates and acquired by Executive during the course of or by reason of Executive's legal representation of
NMG or its Affiliates and Executive's employment by NMG, including, without limitation, all documents or
information, in whatever form or medium, concerning or evidencing sales; costs; pricing; strategies; forecasts and
long range plans; financial and tax information; personnel information; business, marketing and operational
projections, plans and opportunities; and customer, vendor, and supplier information; but excluding any such
information that is or becomes generally available to the public other than as a result of any breach of this
Agreement or other unauthorized disclosure by Executive.
i