Neiman Marcus 2002 Annual Report Download - page 121

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 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 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 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 new 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 common- law obligations and duties
owed to NMG; 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 or the law of any other state 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 not promote
Executive, 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 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
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