Neiman Marcus 2002 Annual Report Download - page 93

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 Bergdorf agree as follows:
1. (a) While Executive is employed at-will by Bergdorf, if Bergdorf 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, Bergdorf shall provide
Executive with benefits ("Termination Benefits") consisting of:
(1) an amount equivalent to one and one-half times his then-current annual base salary, less required withholding,
which amount would be paid over an eighteen-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 Bergdorf
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, Bergdorf will
reimburse Executive during the Salary Continuance Period or, if shorter, the period of such actual COBRA
continuation coverage, for the total 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 Bergdorf has terminated Executive's employment under this paragraph 1(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 Bergdorf, will
be deemed a termination by Bergdorf. A transfer of employment between Bergdorf and NMG or any Affiliate of NMG shall not be
considered as a termination of employment for purposes of this Agreement.
(b) Bergdorf 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 Bergdorf, 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 Bergdorf would be required to perform it if no such succession or assignment had taken place. If
Bergdorf 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 Bergdorf for
purposes of paragraph 1(a) of this Agreement if such failure causes Executive to resign his employment with Bergdorf; 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 Bergdorf to obtain such agreement. As used in this Agreement, "Bergdorf"
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 Bergdorf 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.
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