Neiman Marcus 2002 Annual Report Download - page 86

Exhibit 10.4
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS
AGREEMENT
This Confidentiality, Non-Competition and Termination Benefits Agreement ("Agreement") is entered into effective as of
November 20, 2002 between Phillip L. Maxwell ("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 is employed "at will" as Senior Vice President and Chief Information Officer of NMG and either
Executive or NMG may terminate Executive's employment at any time, with or without notice, and for any reason;
WHEREAS, in connection with the restructuring of the compensation and benefits provided to senior executives of NMG,
including Executive, the Board of Directors of NMG has determined that stock option and restricted stock awards 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") effective November 20, 2002 that set forth the rights and obligations of NMG and Executive with respect to such
awards;
WHEREAS, NMG has granted to Executive an ownership interest in NMG in the form of NMG stock;
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