Neiman Marcus 2002 Annual Report Download - page 135

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4. The Termination Benefits constitute all of NMG's obligations to Executive with respect to the end of Executive's
employment with NMG. However, nothing in this Agreement is intended to limit any earned, vested benefits (other than any
entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan of
NMG in which Executive is participating at the time of his termination of employment or resignation.
5. Executive acknowledges and agrees that NMG would not have an adequate remedy at law and would be irreparably harmed
in the event that any of the provisions of paragraphs 2 or 3 of this Agreement were not performed in accordance with their specific
terms or were otherwise breached. Accordingly, Executive agrees that NMG shall be entitled to equitable relief, including preliminary
and permanent injunctions and specific performance, in the event Executive breaches or threatens to breach any of the provisions of
such paragraphs, without the necessity of posting any bond or proving special damages or irreparable injury. Such remedies shall not
be deemed to be the exclusive remedies for a breach or threatened breach of this Agreement by Executive, but shall be in addition to
all other remedies available to NMG at law or equity. Executive acknowledges and agrees that NMG shall be entitled to recover its
attorneys' fees, expenses, and court costs, in addition to any other remedies to which it may be entitled, in the event he breaches this
Agreement. Executive acknowledges and agrees that no breach by NMG of this Agreement or failure to enforce or insist on its rights
under this Agreement shall constitute a waiver or abandonment of any such rights or defense to enforcement of such rights.
6. If the provisions of paragraphs 2 or 3 of this Agreement are ever deemed by a court to exceed the limitations permitted by
applicable law, Executive and NMG agree that such provisions shall be, and are, automatically reformed to the maximum limitations
permitted by such law.
7. This Agreement contains the entire agreement between the parties and supersedes all prior agreements and understandings,
oral or written, with respect to the ending of Executive's at-will employment and the subject matter of this Agreement. This
Agreement may not be changed orally. It may be changed only by written agreement signed by the party against whom any waiver,
change, amendment, modification or discharge is sought to be enforced. This Agreement is to be construed as a whole, according to its
fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement shall be determined by a court to be
invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, shall remain in full force and
effect, and shall be enforceable to the fullest extent permitted by applicable law.
8. The validity, performance and enforceability of this Agreement shall be determined and governed by the laws of the State of
Texas, without regard to its conflict of laws principles. NMG and Executive agree that the exclusive forum for any action concerning
this Agreement shall be in a court of competent jurisdiction in Dallas County, Texas, with respect to a state court, or the Dallas
Division of the United States District Court for the Northern District of Texas, with respect to a federal court. EXECUTIVE HEREBY
CONSENTS TO THE EXERCISE OF JURISDICTION OF A COURT IN THE EXCLUSIVE FORUM AND WAIVES ANY
RIGHT HE MAY HAVE TO CHALLENGE OR CONTEST THE REMOVAL AT ANY TIME BY NMG TO FEDERAL COURT
OF ANY SUCH ACTION HE MAY BRING AGAINST IT IN STATE COURT. EXECUTIVE AND NMG FURTHER HEREBY
MUTUALLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT.
9. Executive's promises and obligations under this Agreement shall survive the end of his employment with NMG, and such
promises and obligations shall inure to the benefit of any Affiliates, subsidiaries, divisions, successors, or assigns of NMG.
THE NEIMAN MARCUS GROUP, INC.
/s/ Brendan L. Hoffman By: /s/ Marita O'Dea
Brendan L. Hoffman Marita O'Dea, Senior Vice President
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