Neiman Marcus 2002 Annual Report Download - page 88

a result of his promotion will be an integral part of NMG's continued success and goodwill; (e) given his new position and
responsibilities, he necessarily will be creating Confidential Information that belongs to NMG and enhances NMG's goodwill, and in
carrying out his new responsibilities he in turn will be relying on NMG's goodwill and the disclosure by NMG to him of Confidential
Information; (f) he will have access to Confidential Information that could be used by any Competitor of NMG in a manner that would
irreparably harm NMG's competitive position in the marketplace and dilute its goodwill; and (g) he necessarily would use or disclose
Confidential Information if he were to engage in competition with NMG. NMG acknowledges and agrees that Executive must have
and continue to have throughout his employment the benefits and use of its goodwill and Confidential Information in order to properly
carry out his new responsibilities. NMG accordingly promises upon execution and delivery of this Agreement and in connection with
Executive's promotion to provide Executive immediate access to new and additional Confidential Information and authorize him to
engage in activities that will create new and additional Confidential Information. NMG and Executive thus acknowledge and agree
that upon execution and delivery of this Agreement and in connection with the promotion of Executive and during his employment in
his new position, Executive (a) will receive Confidential Information that is unique, proprietary, and valuable to NMG, (b) will create
Confidential Information that is unique, proprietary, and valuable to NMG, and (c) will benefit, including without limitation by way of
increased earnings and earning capacity, from the goodwill NMG has generated and from the Confidential Information. Accordingly,
Executive acknowledges and agrees that at all times during his employment by NMG and thereafter:
(a) all Confidential Information shall remain and be the sole and exclusive property of NMG;
(b) he will protect and safeguard all Confidential Information;
(c) he will hold all Confidential Information in strictest confidence and not, directly or indirectly, disclose or divulge any
Confidential Information to any person other than an officer, director, or employee of NMG to the extent necessary for the proper
performance of his responsibilities unless authorized to do so by NMG or compelled to do so by law or valid legal process;
(d) if he believes he is compelled by law or valid legal process to disclose or divulge any Confidential Information, he will
notify NMG in writing sufficiently in advance of any such disclosure to allow NMG the opportunity to defend, limit, or otherwise
protect its interests against such disclosure;
(e) at the end of his employment with NMG for any reason or at the request of NMG at any time, he will return to NMG all
Confidential Information and all copies thereof, in whatever tangible form or medium including electronic; and
(f) absent the promises and representations of Executive in this paragraph and paragraph 3 below, NMG would not promote
Executive, would require him immediately to return any tangible Confidential Information in his possession, would not provide
Executive with new and additional Confidential Information, would not authorize Executive to engage in activities that will create
new and additional Confidential Information, and would not enter into this Agreement or the Incentive Agreements.
3. In consideration of NMG's promises to promote Executive, provide him with new and additional Confidential Information,
and to authorize him to engage in activities that will create new and additional Confidential Information upon execution and delivery
of this Agreement, and the other promises and undertakings of NMG in this Agreement and the Incentive Agreements, Executive
agrees that, while he is employed by NMG and for a period of 18 months following the end of that employment for any reason, he
shall not engage in any of the following activities (the "Restricted Activities"):
(a) He will not directly or indirectly disparage NMG or its Affiliates, any products, services, or operations of NMG or its
Affiliates, or any of the former, current, or future officers, directors, or employees of NMG or its Affiliates;
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