Neiman Marcus 2002 Annual Report Download - page 96

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,
and NMG would not have entered into the Incentive Agreements.
3. In consideration of Bergdorf's promises to provide Executive 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 Bergdorf in this Agreement and NMG in the Incentive Agreements, Executive
agrees that, while he is employed by Bergdorf and for an eighteen month period 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 Bergdorf, NMG, or their Affiliates, or any products, services, or
operations of Bergdorf, NMG or their Affiliates, or any of the former, current, or future officers, directors, or employees of Bergdorf,
NMG or their Affiliates;
(b) He will not, whether on his own behalf or on behalf of any other individual, partnership, firm, corporation or
business organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or
entice, any person who is then employed by or otherwise engaged to perform services for Bergdorf, NMG, or their Affiliates to leave
that employment or cease performing those services;
(c) He will not, whether on his own behalf or on behalf of any other individual, partnership, firm, corporation or
business organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or
entice, any person who is then a customer, supplier, or vendor of Bergdorf, NMG, or any of their Affiliates to cease being a customer,
supplier, or vendor of Bergdorf, NMG or their Affiliates or to divert all or any part of such person's or entity's business from Bergdorf,
NMG or their Affiliates; and
(d) He will not associate directly or indirectly, as an employee, officer, director, agent, partner, stockholder, owner,
representative, or consultant, with any Competitor of Bergdorf, NMG, or any of their Affiliates, unless (1) he has advised Bergdorf in
writing in advance of his desire to undertake such activities and the specific nature of such activities; (2) Bergdorf has received written
assurances (that will be designed, among other things, to protect Bergdorf's, NMG's and their Affiliates' goodwill, Confidential
Information, and other important commercial interests) from the Competitor and Executive that are, in Bergdorf's sole discretion,
adequate to protect its interests; (3) Bergdorf, in its sole discretion, has approved in writing such association; and (4) Executive and
the Competitor adhere to such assurances. This restriction (1) extends to the performance by Executive, directly or indirectly, of the
same or similar activities Executive has performed for Bergdorf, NMG or any of their Affiliates or such other activities that by their
nature are likely to lead to the disclosure of Confidential Information, and (2) with respect to the post-employment restriction, applies
to any Competitor that has a retail store within 50 miles of, or in the same Metropolitan Statistical Area as, any retail store of
Bergdorf, NMG, or any of their Affiliates. Executive shall not be in violation of this paragraph 3(d) solely as a result of his
investment in stock or other securities of a Competitor or any of its Affiliates listed on a national securities exchange or actively traded
in the over-the-counter market if he and the members of his immediate family do not, directly or indirectly, hold more than a total of
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