Neiman Marcus 2002 Annual Report Download - page 130

APPENDIX A
Definitions
1. "Affiliate" means, with respect to any entity, any other corporation, organization, association, partnership, sole
proprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or controlled by or
under direct or indirect common control with such entity.
2. "Cause" means, in NMG's reasonable judgment, (i) a breach of duty by Executive in the course of her employment
involving fraud, acts of dishonesty (other than inadvertent acts or omissions), disloyalty, or moral turpitude; (ii) conduct that is
materially detrimental to NMG, monetarily or otherwise, or reflects unfavorably on NMG or Executive to such an extent that NMG's
best interests reasonably require the termination of Executive's employment; (iii) acts of Executive in violation of her obligations
under this Agreement or at law; (iv) Executive's failure to comply with or enforce NMG's policies concerning equal employment
opportunity, including engaging in sexually or otherwise harassing conduct; (v) Executive's repeated insubordination or failure to
comply with or enforce other personnel policies of NMG or its Affiliates; (vi) Executive's failure to devote her full working time and
best efforts to the performance of her responsibilities to NMG or its Affiliates; or (vii) Executive's conviction of or entry of a plea
agreement or consent decree or similar arrangement with respect to, a felony, other serious criminal offense, or any violation of
federal or state securities laws; provided, however, that with respect to items (v) and (vi), Executive has been provided prior written
notice of the failure and afforded a reasonable opportunity to correct same.
3. "Competitor" means (i) the person or entity that owns or operates Saks Incorporated, Nordstrom, Inc., or Barneys New
York, Inc.; (ii) the successors to or assigns of the persons or entities identified in (i); and (iii) any other person or entity that owns or
operates a luxury specialty retail store.
4. "Confidential Information" shall mean, without limitation, all documents or information, in whatever form or medium,
concerning or evidencing sales; costs; pricing; strategies; forecasts and long range plans; financial and tax information; personnel
information; business, marketing and operational projections, plans and opportunities; and customer, vendor, and supplier information;
but excluding any such information that is or becomes generally available to the public other than as a result of any breach of this
Agreement or other unauthorized disclosure by Executive.
5. "Total Disability" means that, in NMG's reasonable judgment, either (i) Executive has been unable to perform her duties
because of a physical or mental impairment for 80% or more of the normal working days during six consecutive calendar months or
50% or more of the normal working days during twelve consecutive calendar months, or (ii) Executive has become totally and
permanently incapable of performing the usual duties of her employment with NMG on account of a physical or mental impairment.
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