Neiman Marcus 2002 Annual Report Download - page 83

authorization in the specific case. Notwithstanding anything contained in this Section 3 to the contrary, the Corporation shall not be
required to indemnify any person against any liability, cost or expense (including attorneys' fees) incurred by such person in
connection with any action, suit or proceeding voluntarily initiated or prosecuted by such person unless the initiation or prosecution of
such action, suit, or proceeding by such person was authorized by a majority of the entire Board of Directors, provided, however, that
a majority of the entire Board of Directors may, after any such action, suit or proceeding has been initiated or prosecuted, in its
discretion, indemnify any such person against any such liability, cost or expense.
Section 4. Good Faith Defined. For purposes of any determination under Section 3 of the Article VIII, a person shall be
deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the
Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied
to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the
Corporation or other enterprise or on information or records given or reports made to the Corporation or another enterprise by an
independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall mean any other corporation or any partnership, joint venture,
trust or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or
agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstance in which a person
may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 or this Article VIII, as the case may be.
Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of
this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of
competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this
Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or
officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article
VIII, as the case may be. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation
promptly upon the filing of such application.
Section 6. Expenses Payable in Advance. Expenses incurred in defending or investigating a threatened or pending action,
suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of
an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article VIII.
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