Neiman Marcus 2008 Annual Report Download - page 229

(b) Inability to Perform. If the Executive's employment is terminated by reason of the Executive's Inability to
Perform, NMG shall pay to the Executive (i) the Compensation Payment, (ii) the Vacation Payment, (iii) the Reimbursement, and
(iv) the Prorated Bonus. This Paragraph 7(b) does not limit the entitlement of the Executive to any amounts payable pursuant to the
terms of any applicable disability insurance plan, policy, or similar arrangement that is maintained by NMG for the Executive's
benefit. This Paragraph 7(b) does not limit the entitlement of the Executive's estate or beneficiaries to any death or other vested
benefits to which the Executive may be entitled under any life insurance, stock ownership, stock options, or other benefit plan or
policy that is maintained by NMG for the Executive's benefit, including any amounts Executive is entitled to pursuant to
Paragraph 5(c).
(c) Termination by the Executive Without Good Reason. If the Executive's employment is terminated by the
Executive pursuant to and in compliance with Paragraph 6(e) (other than in connection with a Change of Control Resignation), NMG
shall pay to the Executive (i) the Compensation Payment, (ii) the Vacation Payment, and (iii) the Reimbursement. This Paragraph
7(c) does not limit the entitlement of the Executive's estate or beneficiaries to any death or other vested benefits to which the
Executive may be entitled under any life insurance, stock ownership, stock options, or other benefit plan or policy that is maintained
by NMG for the Executive's benefit, including any amounts Executive is entitled to pursuant to Paragraph 5(c).
(d) Termination for Cause. If the Executive's employment is terminated by NMG for Cause, NMG shall pay to
the Executive (i) the Compensation Payment, (ii) the Vacation Payment, and (iii) the Reimbursement. This Paragraph 7(d) does not
limit the entitlement of the Executive's estate or beneficiaries to any death or other vested benefits to which the Executive may be
entitled under any life insurance, stock ownership, stock options, or other benefit plan or policy that is maintained by NMG for the
Executive's benefit, including any amounts Executive is entitled to pursuant to Paragraph 5(c).
(e) Termination without Cause or with Good Reason; Change of Control Resignation. If (x) the Executive's
employment is terminated by NMG for any reason other than death, Inability to Perform, or Cause, or is terminated by the Executive
for Good Reason and, in each such case, the Executive is not entitled to receive payments or benefits under the Change of Control
Agreement in connection with such termination or (y) the Executive's employment terminates by reason of a Change of Control
Resignation, NMG shall pay to the Executive (1) the Compensation Payment, (2) the Vacation Payment, and (3) the Reimbursement.
In addition, subject to the Executive's execution of a mutual release and waiver of claims against NMG in the form attached as
Exhibit B, NMG will pay the Executive a lump-sum payment equal to: the Prorated Bonus plus (A) if such termination occurs prior to
the commencement of the Subsequent Term and is not a Change of Control Resignation, three (3) times the sum of the Executive's
Base Salary and Target Bonus in effect on the Employment Termination Date, and (B) if such termination occurs during the
Subsequent Term or is a Change of Control Resignation, two (2) times the sum of the Executive's Base Salary and Target Bonus in
effect on the Employment Termination Date; provided, however, that the Executive shall be required to repay the above-described
payments if:
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