Neiman Marcus 2002 Annual Report Download - page 126

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, her
participation in or direction of NMG's day-to-day operations and strategic planning as a result of her promotion will be an integral part
of NMG's continued success and goodwill; (e) given her new position and responsibilities, she necessarily will be creating
Confidential Information that belongs to NMG and enhances NMG's goodwill, and in carrying out her new responsibilities she in turn
will be relying on NMG's goodwill and the disclosure by NMG to her of Confidential Information; (f) she 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) she necessarily would use or disclose Confidential Information if she were
to engage in competition with NMG. NMG acknowledges and agrees that Executive must have and continue to have throughout her
employment the benefits and use of its goodwill and Confidential Information in order to properly carry out her 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 her 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 her employment in her 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 her employment by NMG and thereafter:
(a) all Confidential Information shall remain and be the sole and exclusive property of NMG;
(b) she will protect and safeguard all Confidential Information;
(c) she will hold all Confidential Information in strictest confidence and not, directly or indirectly, disclose or divulge any
Confidential Information to any person other than an officer, director, or employee of NMG to the extent necessary for the proper
performance of her
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