Neiman Marcus 2002 Annual Report Download - page 134

(b) He will not, whether on his own behalf or on behalf of any other individual, partnership, firm, corporation or business
organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or entice, any
person who is then employed by or otherwise engaged to perform services for NMG or its Affiliates to leave that employment or cease
performing those services;
( c) He will not, whether on his own behalf or on behalf of any other individual, partnership, firm, corporation or business
organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or entice, any
person who is then a customer, supplier, or vendor of NMG or any of its Affiliates to cease being a customer, supplier, or vendor of
NMG or any of its Affiliates or to divert all or any part of such person's or entity's business from NMG or any of its Affiliates; and
(d) He will not associate directly or indirectly, as an employee, officer, director, agent, partner, stockholder, owner,
representative, or consultant, with any Competitor of NMG or any of its Affiliates, unless (1) he has advised NMG in writing in
advance of his desire to undertake such activities and the specific nature of such activities; (2) NMG has received written assurances
(that will be designed, among other things, to protect NMG's 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.
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