Neiman Marcus 2002 Annual Report Download - page 125

(1) an amount equivalent to 1.5 times her then-current annual base salary, less required withholding, which amount would
be paid over an 18-month period (hereinafter, the "Salary Continuance Period") in regular, bi-weekly installments following
such termination; and
(2) if, at the time of her termination, Executive participates in a group medical insurance plan offered by NMG and
Executive is eligible for and elects to receive continued coverage under such plan in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA") or any successor law, NMG will reimburse Executive during the
Salary Continuance Period or, if shorter, the period of such actual COBRA continuation coverage, for the total amount of the
monthly COBRA medical insurance premiums actually paid by Executive for such continued medical insurance benefits.
For the purposes of determining whether or not NMG has terminated Executive's employment under this paragraph 1(a), any material,
adverse change in the terms and conditions of her employment, including but not limited to a relocation of Executive's place of
business 50 miles or more from the current location, which change causes Executive to resign her employment with NMG, will be
deemed a termination by NMG. A transfer of employment between NMG and its Affiliates shall not be considered as a termination of
employment for purposes of this Agreement.
(b) NMG shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all the business and/or assets of NMG, by agreement in writing in form and substance reasonably
satisfactory to Executive, expressly, absolutely, and unconditionally to assume and agree to perform this Agreement in the same
manner and to the same extent that NMG would be required to perform it if no such succession or assignment had taken place. If
NMG fails to obtain such agreement by the effective time of any such succession or assignment, such failure shall be considered a
material, adverse change in the terms and conditions of Executive's employment and will be deemed a termination by NMG for
purposes of paragraph 1(a) of this Agreement if such failure causes Executive to resign her employment with NMG; provided that the
Termination Benefits to which Executive would be entitled after such resignation pursuant to paragraph 1(a) of this Agreement shall
be the sole remedy of Executive for any failure by NMG to obtain such agreement. As used in this Agreement, "NMG" shall include
any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all the
business and/or assets of NMG that executes and delivers the agreement provided for in this paragraph 1(b) or that otherwise becomes
obligated under this Agreement by operation of law.
(c) If, in the reasonable judgment of NMG, Executive engages in any of the Restricted Activities described in paragraph 3 of
this Agreement, NMG's obligation to provide the Termination Benefits shall end as of the date NMG so notifies Executive in writing.
(d) If Executive is arrested or indicted for any felony, other serious criminal offense, or any violation of federal or state
securities laws, or has any civil enforcement action brought against him by any regulatory agency, for actions or omissions related to
her employment with NMG, or if NMG reasonably believes in its sole judgment that Executive has committed any act or omission
that would have entitled NMG to terminate her employment for Cause, whether such act or omission was committed during her
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
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