Neiman Marcus 2002 Annual Report Download - page 97

one (1) percent of all such shares of stock or other securities issued and outstanding. Executive acknowledges and agrees that
engaging in the activities restricted by this subparagraph would result in the inevitable disclosure or use of Confidential Information
for the Competitor's benefit or to the detriment of Bergdorf.
Executive acknowledges and agrees that the restrictions contained in this paragraph 3 are ancillary to an otherwise
enforceable agreement, including without limitation the mutual promises and undertakings set forth in paragraph 2 of this Agreement
and in the Incentive Agreements; that the promises and undertakings of Bergdorf set forth in paragraph 2 of this Agreement and those
of NMG in the Incentive Agreements, Executive's position and responsibilities with Bergdorf, and NMG granting to Executive
ownership in NMG in the form of NMG stock, give rise to Bergdorf's interest in restricting Executive's post-employment activities;
that such restrictions are designed to enforce Executive's promises and undertakings set forth in this paragraph 3 and his common-law
obligations and duties owed to Bergdorf; that the restrictions are reasonable and necessary, are valid and enforceable under New York
law, and do not impose a greater restraint than necessary to protect Bergdorf's goodwill, Confidential Information, and other legitimate
business interests; that he will immediately notify Bergdorf in writing should he believe or be advised that the restrictions are not valid
or enforceable under New York law or the law of any other state that he contends or is advised is applicable; that the mutual promises
and undertakings of Bergdorf and Executive under paragraphs 2 and 3 of this Agreement are not contingent on the duration of
Executive's employment with Bergdorf; and that absent the promises and representations made by Executive in this paragraph 3 and
paragraph 2 above, Bergdorf would require him to return any 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, and NMG would not have entered into the Incentive
Agreements.
4. The Termination Benefits constitute all of Bergdorf's obligations to Executive with respect to the end of Executive's
employment with Bergdorf. However, nothing in this Agreement is intended to limit any earned, vested benefits (other than any
entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan of
Bergdorf in which Executive is participating at the time of his termination of employment or resignation.
5. Executive acknowledges and agrees that Bergdorf would not have an adequate remedy at law and would be irreparably
harmed in the event that any of the provisions of paragraphs 2 or 3 of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, Executive agrees that Bergdorf shall be entitled to equitable relief, including
preliminary and permanent injunctions and specific performance, in the event Executive breaches or threatens to breach any of the
provisions of such paragraphs, without the necessity of posting any bond or proving special damages or irreparable injury. Such
remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of this Agreement by Executive, but shall
be in addition to all other remedies available to Bergdorf at law or equity. Executive acknowledges and agrees that Bergdorf shall be
entitled to recover its attorneys' fees, expenses, and court costs, in addition to any other remedies to which it may be entitled, in the
event he breaches this Agreement. Executive acknowledges and agrees that no breach by Bergdorf of this Agreement or failure to
enforce or insist on its rights under this
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