Neiman Marcus 2003 Annual Report Download - page 201

APPENDIX A
Definitions
1. "Affiliate" means, with respect to any entity, any other corporation, organization, association, partnership, sole proprietorship or
other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or controlled by or under direct or
indirect common control with such entity.
2. "Cause" means, in Bergdorf's reasonable judgment, (i) a breach of duty by Executive in the course of his employment involving
fraud, acts of dishonesty (other than inadvertent acts or omissions), disloyalty, or moral turpitude; (ii) conduct that is materially
detrimental to Bergdorf, monetarily or otherwise, or reflects unfavorably on Bergdorf or Executive to such an extent that Bergdorf's
best interests reasonably require the termination of Executive's employment; (iii) acts of Executive in violation of his obligations
under this Agreement or at law; (iv) Executive's failure to comply with or enforce Bergdorf's policies concerning equal employment
opportunity, including engaging in sexually or otherwise harassing conduct; (v) Executive's repeated insubordination or failure to
comply with or enforce other personnel policies of Bergdorf or its Affiliates; (vi) Executive's failure to devote his full working time
and best efforts to the performance of his responsibilities to Bergdorf or its Affiliates; or (vii) Executive's conviction of or entry of a
plea agreement or consent decree or similar arrangement with respect to, a felony, other serious criminal offense, or any violation of
federal or state securities laws; provided, however, that with respect to items (v) and (vi), Executive has been provided prior written
notice of the failure and afforded a reasonable opportunity to correct same.
3. "Competitor" means (i) each of Saks Incorporated, Nordstrom, Inc., Barneys New York, Inc., any Affiliate of any of them, and any
other person or entity that owns, operates or controls any of them or any of their Affiliates, directly or indirectly; (ii) the successors to
or assigns of the persons or entities identified in (i); and (iii) any other person or entity (and any Affiliate of such person or entity) that
owns, operates or controls, directly or indirectly, a luxury specialty retail store.
4. "Confidential Information" shall mean, without limitation, all documents or information, in whatever form or medium, concerning
or evidencing sales; costs; pricing; strategies; forecasts and long range plans; financial and tax information; personnel information;
business, marketing and operational projections, plans and opportunities; and customer, vendor, and supplier information; but
excludin1! any such information that is or becomes generally available to the public other than as a result of any breach of this
Agreement or other unauthorized disclosure by Executive.
5. "Total Disability" means that, in Bergdorf's reasonable judgment, either (i) Executive has been unable to perform his duties because
of a physical or mental impairment for 80% or more of the normal working days during six consecutive calendar months or 50% or
more of the normal working days during twelve consecutive calendar months, or (ii) Executive has become totally and permanently
incapable of performing the usual duties of his employment with Bergdorf on account of a physical or mental impairment.