Neiman Marcus 2003 Annual Report Download - page 196

(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 l(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 11 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 l(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; (c) Bergdorf must continue to prevent the dilution of its goodwill and unauthorized use or disclosure of its
Confidential Information to avoid irreparable harm to its legitimate business interests; (d) in the specialty retail business, his
participation in or direction of Bergdorf's day-today operations and strategic planning are an integral part of Bergdorf's continued
success and goodwill; ( e) given his position and responsibilities, he necessarily will be creating Confidential Information that belongs
to Bergdorf and enhances Bergdorf s goodwill, and in carrying out his responsibilities he in turn will be relying on Bergdorf's
goodwill and the disclosure by Bergdorf to him of Confidential Information; (f) he will have access to Confidential Information that
could be used by any Competitor of Bergdorf in a manner that would irreparably harm Bergdorf's competitive position in the
marketplace and dilute its goodwill; and (g) he necessarily would use or disclose Confidential Information if he were to engage in
competition with Bergdorf. Bergdorf acknowledges and agrees that Executive must have and continue to have throughout his
employment the benefits and use of its goodwill and Confidential Information in order to properly carry out his responsibilities.
Bergdorf accordingly promises upon execution and delivery of this Agreement to provide Executive immediate access to new and
additional Confidential Information and authorize him to engage in activities that will create new and additional Confidential
Information. Bergdorf and Executive thus acknowledge and agree that I during Executive's employment with Bergdorf and upon
execution and delivery of this Agreement he (a) has received, will receive, and will continue to receive, Confidential Information that
is unique, proprietary, and valuable to Bergdorf, (b) has created, will create, and will continue to create, Confidential Information that
is unique, proprietary, and valuable to Bergdorf, and (c) has benefited, will benefit, and will continue to benefit, including without
limitation by way of increased earnings and earning capacity, from the goodwill Bergdorf has generated and from the Confidential
Information. Accordingly, Executive acknowledges and agrees that at all times during his employment by Bergdorf and thereafter: