Neiman Marcus 2002 Annual Report Download - page 119

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 l(a) of this Agreement until the [mal
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) in the specialty retail business, his
participation in or direction of NMG's day-to-day operations and strategic planning as a result of his promotion will be an integral part
of NMG's continued success and goodwill; (e) given his new position and responsibilities, he necessarily will be creating Confidential
Information that belongs to NMG and enhances NMG's goodwill, and in carrying out his new responsibilities he in turn will be relying
on NMG's goodwill and the disclosure by NMG to him of Confidential Information; (f) 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 (g) he necessarily would use or disclose Confidential Information if he were to engage in
competition with NMG. NMG acknowledges and agrees that Executive must have and continue to have throughout his employment
the benefits and use of its goodwill and Confidential Information in order to properly carry out his new responsibilities. NMG
accordingly promises upon execution and delivery of this Agreement and in connection with Executive's promotion to provide
Executive immediate access to new and additional Confidential Information and authorize him to engage in activities that will create
new and additional Confidential Information. NMG and Executive thus acknowledge and agree that upon execution and delivery of
this Agreement and in connection with the promotion of Executive and during his employment in his new position, Executive (a) will
receive Confidential Information that is unique, proprietary, and valuable to NMG, (b) will create Confidential Information that is
unique, proprietary, and valuable to NMG, and (c) will benefit, including without limitation by way of increased earnings and earning
capacity, from the goodwill NMG has generated and from the Confidential Information. Accordingly, Executive acknowledges and
agrees that at all times during his employment by NMG and thereafter:
(a) all Confidential Information shall remain and be the sole and exclusive property of NMG;
(b) he will protect and safeguard all Confidential Information;
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