Neiman Marcus 2003 Annual Report Download - page 198

(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 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. 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 one (1) percent of all such shares of stock or other securities
issued and outstanding. Executive acknowledges and agrees that engaging in the Restricted Activities described in 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.