Neiman Marcus 2002 Annual Report Download - page 84

Section 7. Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of
expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as
to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation
that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by
law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of or advancement of expenses to any
person who is not specified in Sections 1 or 2 of this Article VIII, including employees or agents of the Corporation, but whom the
Corporation has the power or obligation to indemnify under the provisions of GCL, or otherwise.
Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or
the obligation to indemnify him against such liability under the provisions of this Article VIII.
Section 9. Meaning of "Corporation" for Purposes of Article VIII. For purposes of this Article VIII, references to "the
Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions
of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation
if its separate existence had continued.
Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Each person who is or becomes a director, officer, employee or agent as aforesaid shall be deemed to
have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article VIII.
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