Neiman Marcus 2003 Annual Report Download - page 287

For purposes of this Agreement, "Cause" shall mean, in the Committee's reasonable judgment, (i) a breach of duty
by the Employee in the course of his or her employment involving fraud, acts of dishonesty (other than inadvertent acts or
omissions), disloyalty, or moral turpitude, (ii) conduct that is materially detrimental to the Corporation or any of its
subsidiaries, monetarily or otherwise, or reflects unfavorably on the Corporation or any of its subsidiaries or the Employee,
(iii) the Employee's failure to comply with or enforce the Corporation's or any of its subsidiaries' policies concerning equal
employment opportunity, including engaging in sexually or otherwise harassing conduct, (iv) the Employee's repeated
insubordination or failure to comply with or enforce other personnel policies of the Corporation or any of its subsidiaries, (v)
the Employee's failure to devote his or her full working time and best efforts to the performance of his or her responsibilities
to the Corporation or its subsidiaries, or (vi) the Employee'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 (iv) and (v), the Employee has been provided prior written notice of the
failure and afforded a reasonable opportunity to correct.
5. No Guarantee of Employment. Nothing in the Plan or in this Agreement shall (i) confer on the Employee any
right to continue in the employ of the Corporation or any of its subsidiaries; (ii) affect the right of the Employee or the Corporation or
any of its subsidiaries to terminate the employment relationship at any time; (iii) be deemed a waiver or modification of any provision
contained in any agreement between the Employee and the Corporation or any of its subsidiaries; (iv) be construed as part of the
Employee's entitlement to remuneration or benefit pursuant to a contract of employment or otherwise or as compensation for past
services rendered; (v) afford the Employee any rights or additional rights to compensation or damages as a consequence of the loss or
termination of his or her office; or (vi) entitle the Employee to any compensation or damages for any loss or potential loss which he or
she may suffer by reason of being or becoming unable to vest in the Purchased Restricted Stock Units as a consequence of the loss or
termination of his or her office, employment, or service with the Corporation or any of its subsidiaries. A cessation of the Employee's
employment by reason of a leave of absence of not more than six months approved by the Corporation shall not be deemed a
termination of employment.
6. Changes in Common Stock. In the event of any reorganization, recapitalization, stock split, stock dividend, merger,
consolidation, combination of shares or other change affecting the Common Stock, the Committee shall make such adjustments as it
may deem appropriate with respect to the Purchased Restricted Stock Units. Any such adjustment made by the Committee shall be
conclusive.
7. Tax Withholding. The Corporation shall take any steps it deems necessary or desirable to satisfy any obligations
imposed by a Federal, state, local or other governmental entity to withhold taxes; provided, however, that in furtherance of satisfying
such withholding obligations, the Employee shall have the right (by delivering written notice to the Secretary of the Corporation no
less than 30 days nor more than 60 days prior to the date of distribution) to have a number of whole shares of Common Stock withheld
by the Corporation from the shares to be
4