Neiman Marcus 2002 Annual Report Download - page 87

amount of the monthly COBRA medical insurance premiums actually paid by Executive for such continued medical
insurance benefits.
For the purposes of determining whether or not NMG has terminated Executive's employment under this paragraph I(a), any material,
adverse change in the terms and conditions of his employment, including but not limited to a relocation of Executive's place of
business 50 miles or more from the current location, which change causes Executive to resign his employment with NMG, will be
deemed a termination by NMG. A transfer of employment between NMG and its Affiliates shall not be considered as a termination of
employment for purposes of this Agreement.
(b) NMG shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all the business and/or assets of NMG, by agreement in writing in form and substance reasonably
satisfactory to Executive, expressly, absolutely, and unconditionally to assume and agree to perform this Agreement in the same
manner and to the same extent that NMG would be required to perform it if no such succession or assignment had taken place. If
NMG fails to obtain such agreement by the effective time of any such succession or assignment, such failure shall be considered a
material, adverse change in the terms and conditions of Executive's employment and will be deemed a termination by NMG for
purposes of paragraph 1(a) of this Agreement if such failure causes Executive to resign his employment with NMG; provided that the
Termination Benefits to which Executive would be entitled after such resignation pursuant to paragraph 1(a) of this Agreement shall
be the sole remedy of Executive for any failure by NMG to obtain such agreement. As used in this Agreement, "NMG" shall include
any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all the
business and/or assets of NMG that executes and delivers the agreement provided for in this paragraph 1(b) or that otherwise becomes
obligated under this Agreement by operation of law.
(c) If, in the reasonable judgment of NMG, Executive engages in any of the Restricted Activities described in paragraph 3 of
this Agreement, NMG's obligation to provide the Termination Benefits shall end as of the date NMG so notifies Executive in writing.
(d) If Executive is arrested or indicted for any felony, other serious criminal offense, or any violation of federal or state
securities laws, or has any civil enforcement action brought against him by any regulatory agency, for actions or omissions related to
his employment with NMG, or if NMG reasonably believes in its sole judgment that Executive has committed any act or omission that
would have entitled NMG to terminate his employment for Cause, whether such act or omission was committed during his
employment with NMG or during the Salary Continuance Period, NMG may suspend any payments remaining pursuant to paragraph
l(a) of this Agreement until the [mal resolution of such criminal or civil proceedings or until NMG has made a final determination in
its sole judgment as to whether Executive committed such an act or omission. If Executive is found guilty or enters into a plea
agreement, consent decree or similar arrangement with respect to any such criminal or civil proceedings, or if NMG determines in its
sole judgment that Executive has committed such an act or omission, (1) NMG's obligation to provide the Termination Benefits shall
immediately end, and (2) Executive shall repay to NMG any amounts paid to him pursuant to paragraph 1(a) of this Agreement within
30 days after a written request to do so by NMG. If any such criminal or civil proceedings do not result in a finding of guilt or the
entry of a plea agreement or consent decree or similar arrangement, or NMG determines in its sole judgment that Executive has not
committed such an act or omission, NMG shall pay to Executive any payments pursuant to paragraph 1(a) of this Agreement that it
has suspended, with interest on such suspended payments at its cost of funds, and shall make any remaining payments due thereunder.
2. Executive acknowledges and agrees that (a) NMG is engaged in a highly competitive business; (b) NMG has expended
considerable time and resources to develop goodwill with its customers, vendors, and others, and to create, protect, and exploit
Confidential Information; (c) NMG must continue to prevent the dilution of its goodwill and unauthorized use or disclosure of its
Confidential Information to avoid irreparable harm to its legitimate business interests; (d) in the specialty retail business, his
participation in or direction of NMG's day-to-day operations and strategic planning as
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