Neiman Marcus 2002 Annual Report Download - page 92
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Exhibit 10.10
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 Ronald L. Frasch ("Executive") and Bergdorf Goodman, Inc., a New York corporation, ("Bergdorf"),
and replaces and supersedes in its entirety that certain Termination and Change of Control Agreement between Executive and The
Neiman Marcus Group, Inc., a Delaware corporation ("NMG"), dated April 27, 2000 (the "2000 Agreement"). 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 Chairman and Chief Executive Officer of Bergdorf and either Executive or
Bergdorf may terminate Executive's employment at any time, with or without notice, and for any reason;
WHEREAS, Bergdorf is a wholly-owned subsidiary of NMG;
WHEREAS, in connection with the restructuring of the compensation and benefits provided to senior executives of NMGand
its Affiliates, 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, including Bergdorf;
WHEREAS, NMG and Executive have entered 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 position and responsibilities, Executive has unique access to and knowledge of Bergdorf's trade
secrets and other confidential and proprietary business information;
WHEREAS, Executive's association with Bergdorf to the exclusion of its competitors has enhanced Bergdorf's goodwill and
Executive's earning capacity;
WHEREAS, Bergdorf and Executive mutually desire to protect Bergdorf's goodwill created by Executive's association with
Bergdorf and Bergdorf'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 Bergdorf employment; and
WHEREAS, Bergdorf and Executive accordingly desire to make certain modifications to the provisions of the 2000
Agreement, necessitating its replacement with this Agreement;