Neiman Marcus 2008 Annual Report Download - page 230

(i) the Executive receives written notice from NMG that in the reasonable judgment of NMG, the
Executive engaged or is engaging in any conduct that violates Paragraph 8 or engaged or is engaging in any of the
Restricted Activities described in Paragraph 9, unless within 30 days of the date NMG so notifies the Executive in
writing, the Executive provides information to NMG that NMG determines is sufficient to establish that the
Executive did not engage in any conduct that violated Paragraph 8 or engage in any of the Restricted Activities
described in Paragraph 9; or
(ii) the Executive is arrested or indicted for any felony, other serious criminal offense, or any violation
of federal or state securities laws, or has any civil enforcement action brought against him by any regulatory agency,
for actions or omissions related to his employment with NMG or any of its Affiliates, or NMG reasonably believes
that the Executive has committed any act or omission, either during his employment under this Agreement or, if
related to such employment thereafter, that during his employment would have entitled NMG to terminate his
employment for Cause under provisions (i), (ii), (iv), or (vi) of the definition of Cause and the Executive is found
guilty or enters into a plea agreement, consent decree or similar arrangement with respect to any such criminal or
civil proceedings, or if the Board makes a finding that the Executive has committed such an act or omission. If any
such criminal or civil proceedings do not result in a finding of guilt or the entry of a plea agreement or consent
decree or similar arrangement, or if the Board makes a finding that the Executive has not committed such an act or
omission, the Executive shall not be required to repay any amounts hereunder.
This Paragraph 7(e) 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).
(f) Welfare Benefits. If, on or following the second anniversary of the Effective Date, the Executive's
employment with NMG or any Affiliate of NMG ends on account of a termination by NMG for any reason other than for death or
Cause, or a termination by the Executive for Good Reason, the Executive will receive the benefits described in Paragraph 3b of the
Change of Control Agreement, provided that the "Welfare Continuation Period" shall be reduced to 2 years if such termination occurs
during the Subsequent Term or is a Change of Control Resignation.
(g) Termination under Change of Control Agreement. If the Executive's employment with NMG or an
Affiliate or successor of NMG terminates under circumstances that would entitle the Executive to receive payments or benefits under
the Change of Control Agreement, Executive shall not be entitled to receive any payments or benefits under Paragraph 7 of this
Agreement, but shall instead be entitled to receive the payments and benefits specified in the Change of Control Agreement, which
payments and benefits shall be subject to the
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