Neiman Marcus 2002 Annual Report Download - page 94

It is the expectation of the parties that 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, if such assets continue to include a
controlling interest in the stock of Bergdorf as of the time of such succession or assignment, shall by agreement in writing, in form and
substance reasonably satisfactory to Executive, expressly, absolutely, and unconditionally agree to cause Bergdorf to honor and agree
to perform this Agreement following such succession or assignment. If such agreement has not been executed and delivered 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 if no such
agreement has been executed and delivered as of the effective time of such succession or assignment. 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 or that
otherwise becomes obligated under this Agreement by operation of law.
(c) If, in the reasonable judgment of Bergdorf, Executive engages in any of the Restricted Activities described in
paragraph 3 of this Agreement, Bergdorf's obligation to provide the Termination Benefits shall end as of the date Bergdorf 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 Bergdorf, or if Bergdorf reasonably believes in its sole judgment that Executive has committed any act or
omission that would have entitled Bergdorf to terminate his employment for Cause, whether such act or omission was committed
during his employment with Bergdorf or during the Salary Continuance Period, Bergdorf may suspend any payments remaining
pursuant to paragraph 1(a) of this Agreement until the final resolution of such criminal or civil proceedings or until Bergdorf 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
Bergdorf determines in its sole judgment that Executive has committed such an act or omission, (1) Bergdorf's obligation to provide
the Termination Benefits shall immediately end, and (2) Executive shall repay to Bergdorf any amounts paid to him pursuant to
paragraph 1(a) of this Agreement within 30 days after a written request to do so by Bergdorf. 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 Bergdorf determines in
its sole judgment that Executive has not committed such an act or omission, Bergdorf 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) Bergdorf is engaged in a highly competitive business; (b) Bergdorf has expended
considerable time and resources to develop goodwill with its customers, vendors, and others, and to create, protect, and exploit
Confidential Information;
3