Neiman Marcus 2002 Annual Report Download - page 117

Exhibit 10.23
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS
AGREEMENT
This Confidentiality, Non-Competition and Termination Benefits Agreement ("Agreement") is entered into effective as of
November 20, 2002 between James E. Skinner ("Executive") and The Neiman Marcus Group, Inc., a Delaware corporation, ("NMG"),
and replaces and supersedes in its entirety that certain Termination and Change of Control Agreement between Executive and NMG
dated June 28, 2001 (the "2001 Agreement"). All capitalized terms used but not defined herein shall have the meanings assigned to
them in Appendix A, which is attached hereto and incorporated fully herein by reference.
WHEREAS, Executive is employed "at will" as Senior Vice President and Chief Financial Officer of NMG and either
Executive or NMG may terminate Executive's employment at any time, with or without notice, and for any reason;
WHEREAS, in connection with the restructuring of the compensation and benefits provided to senior executives of NMG,
including Executive, the Board of Directors of NMG has determined that stock option and restricted stock awards should be combined
with appropriate post-employment and other restrictions designed to protect the legitimate business interests of NMG and its
Affiliates;
WHEREAS, NMG and Executive will be entering into separate stock option and restricted stock agreements (the "Incentive
Agreements") effective November 20, 2002 that set forth the rights and obligations of NMG and Executive with respect to such
awards;
WHEREAS, NMG has granted to Executive an ownership interest in NMG in the form of NMG stock;
WHEREAS, by virtue of his new position and responsibilities, Executive will have unique access to and knowledge of
NMG's trade secrets and other confidential and proprietary business information;
WHEREAS, Executive's association with NMG to the exclusion of its competitors is anticipated to enhance NMG's goodwill
and Executive's earning capacity;
WHEREAS, NMG and Executive mutually desire to protect NMG's goodwill created by Executive's association with NMG
and NMG's trade secrets and other confidential and proprietary business information and in recognition of the possible interruption of
Executive's earnings after the end of his NMG employment;
WHEREAS, NMG and Executive accordingly desire to make certain modifications to the provisions of the 2001 Agreement,
necessitating its replacement with this Agreement; and
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