Neiman Marcus 2008 Annual Report Download - page 222

4. Position and Duties.
(a) From the Effective Date and until the third anniversary thereof (the "CEO Term"), the Executive shall serve
as the Chief Executive Officer of NMG and Parent. In such capacity, the Executive, subject to the ultimate control and direction of
the Board and the Board of Directors of Parent ("Parent Board"), shall have and exercise direct charge of and general supervision over
the business and affairs of NMG. In addition, the Executive shall have such other duties, functions, responsibilities, and authority as
are from time to time delegated to the Executive by the Board; provided, however, that such duties, functions, responsibilities, and
authority are reasonable and customary for a person serving in the same or similar capacity of an enterprise comparable to NMG. The
Executive shall report and be accountable to the Board and the Parent Board. The Executive and NMG acknowledge that one purpose
of this Agreement is to provide for a smooth and orderly transition to a new chief executive officer in the future. Accordingly, during
the CEO Term the Executive agrees to work with reasonable diligence to identify a successor to the position of Chief Executive
Officer of NMG and Parent. Nothing in this Agreement, however, prohibits the Board from undertaking its own search for a
successor to the positions. During the Employment Term, the Executive shall serve as a member of the Board and shall be appointed
to the Parent Board and any other entity substantially all of whose assets consist of NMG capital stock.
(b) From the third anniversary of the Effective Date until the end of the Employment Term (the "Subsequent
Term"), the Executive shall serve as the Chairman of the Board and shall have such duties as are assigned by the Board and customary
for such position. During the Subsequent Term, the Executive shall be treated as an "executive officer" of NMG solely for purposes
of the Executive's participation in employee benefit plans, programs or arrangements of NMG and not in connection with his duties as
Chairman.
(c) During the CEO Term, the Executive shall devote his full time (and, during the Subsequent Term, the time
necessary), skill, and attention and his best efforts to the business and affairs of NMG to the extent necessary to discharge fully,
faithfully, and efficiently the duties and responsibilities delegated and assigned to the Executive in or pursuant to this Agreement,
except for usual, ordinary, and customary periods of vacation and absence due to illness or other disability. Notwithstanding the
foregoing, the Executive may (i) subject to the approval of the Board, serve as a director or as a member of an advisory board of a
noncompeting company, (ii) serve as an officer or director or otherwise participate in non-profit educational, welfare, social, religious
and civil organizations, including, without limitation, all such positions and participation in effect as of the Effective Date, and
(iii) manage personal and family investments; provided, however, that any such activities as described in (i), (ii) or (iii) of the
preceding provisions of this paragraph do not significantly interfere with the performance and fulfillment of the Executive's duties and
responsibilities as an executive, or, if applicable, Chairman of the Board, of NMG in accordance with this Agreement.
(d) In connection with the Executive's employment by NMG under this Agreement, the Executive shall be
based at the principal executive offices of NMG in Dallas, Texas, except for such reasonable travel as the performance of the
Executive's duties in the business of NMG may require.
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