Neiman Marcus 2002 Annual Report Download - page 131

Exhibit 10.25
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS
AGREEMENT
This Confidentiality, Non-Competition and Termination Benefits Agreement ("Agreement") is entered into effective as of
January 28, 2003 between Brendan L. Hoffman ("Executive") and The Neiman Marcus Group, Inc., a Delaware corporation,
("NMG"). All capitalized terms used but not defined herein shall have the meanings assigned to them in Appendix A, which is
attached hereto and incorporated fully herein by reference.
WHEREAS, Executive has been employed by NMG in a non-executive capacity and is being promoted to an executive
position as President and Chief Executive Officer of Neiman Marcus Direct, a division of NMG;
WHEREAS either Executive or NMG may terminate Executive's employment at any time, with or without notice, and for
any reason;
WHEREAS, the Board of Directors of NMG has determined that stock option and restricted stock awards provided to senior
executives of NMG, including Executive, should be combined with appropriate post-employment and other restrictions designed to
protect the legitimate business interests of NMG and its Affiliates;
WHEREAS, NMG and Executive will be entering into separate stock option and restricted stock agreements (the "Incentive
Agreements") that will set forth the rights and obligations of NMG and Executive with respect to such awards;
WHEREAS, by virtue of his new position and responsibilities, Executive will have unique access to and knowledge of
NMG's trade secrets and other confidential and proprietary business information;
WHEREAS, Executive's association with NMG to the exclusion of its competitors is anticipated to enhance NMG's goodwill
and Executive's earning capacity; and
WHEREAS, NMG and Executive mutually desire to protect NMG's goodwill created by Executive's association with NMG
and NMG's trade secrets and other confidential and proprietary business information and in recognition of the possible interruption of
Executive's earnings after the end of his NMG employment;
NOW, THEREFORE, in consideration of the Incentive Agreements and the promises and undertakings of the parties set out
herein, and intending to be legally bound, Executive and NMG agree as follows:
1. (a) While Executive is employed at-will by NMG, if NMG terminates Executive's employment for any reason other than
for "Cause," his "Total Disability," or his death, subject to paragraphs 1(c) and 1(d) below, NMG shall provide Executive with
benefits ("Termination Benefits") consisting of:
(1) an amount equivalent to 1.5 times his 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 his 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