Neiman Marcus 2003 Annual Report Download - page 194

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 May 3,
2004 between James J. Gold ("Executive") and Bergdorf Goodman, Inc., a New York corporation ("Bergdorf') and a wholly-owned
subsidiary of The Neiman Marcus Group, Inc., a Delaware corporation ("NMG"). 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 has been promoted to the position of President and Chief Executive Officer of Bergdorf, and Executive
understands and agrees that his employment in such position shall be on an "at will" basis, and that either Executive or Bergdorf may
terminate Executive's employment at any time, with or without notice, and for any reason;
WHEREAS, in connection with the restructuring of the compensation and benefits provided to senior executives of NMG and 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, effective as of this date and as a consequence of his promotion, (i) NMG and Executive l1ave entered into separate stock
option and purchase restricted stock agreements (the "Incentive Agreements") that set forth the rights and obligations of NMG and
Executive with respect to such awards, and (ii) NMG has granted to Executive an ownership interest in NMG in the form of NMG
stock; ;'
WHEREAS, by virtue of his new position and responsibilities, Executive has and will have 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 will enhance Bergdorf's goodwill and
Executive's earning capacity; and
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;
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 l(c) and l(d) below, Bergdorf shall provide Executive with
benefits ("Termination Benefits") consisting of: