Neiman Marcus 2008 Annual Report Download - page 233

9. Noncompetition and Nondisparagement Obligations. In consideration of NMG's promises to provide the
Executive with new and additional Confidential Information and to authorize him to engage in activities that will create new and
additional Confidential Information upon execution and delivery of this Agreement, and the other promises and undertakings of NMG
in this Agreement, the Executive agrees that, while he is employed by NMG and/or any of its Affiliates and for a three-year period
following the end of that employment for any reason, he shall not engage in any of the following activities (the "Restricted
Activities"):
(a) He will not directly or indirectly disparage NMG or its Affiliates, any products, services, or operations of
NMG or its Affiliates, or any of the former, current, or future officers, directors, or employees of NMG or its Affiliates;
(b) He will not, whether on his own behalf or on behalf of any other individual, partnership, firm, corporation
or business organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or
entice, any person who is then employed by or otherwise engaged to perform services for NMG or its Affiliates to leave that
employment or cease performing those services;
(c) He will not, whether on his own behalf or on behalf of any other individual, partnership, firm, corporation
or business organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or
entice, any person who is then a customer, supplier, or vendor of NMG or any of its Affiliates to cease being a customer, supplier, or
vendor of NMG or any of its Affiliates or to divert all or any part of such person's or entity's business from NMG or any of its
Affiliates; and
(d) He will not associate directly or indirectly, as an employee, officer, director, agent, partner, stockholder,
owner, member, representative, or consultant, with any Competitor of NMG or any of its Affiliates, unless (i) he has advised NMG in
writing in advance of his desire to undertake such activities and the specific nature of such activities; (ii) NMG has received written
assurances (that will be designed, among other things, to protect NMG's and its Affiliates' goodwill, Confidential Information, and
other important commercial interests) from the Competitor and the Executive that are, in NMG's sole discretion, adequate to protect its
interests; (iii) NMG, in its sole discretion, has approved in writing such association; and (iv) the Executive and the Competitor adhere
to such assurances. This restriction (i) extends to the performance by the Executive, directly or indirectly, of the same or similar
activities the Executive has performed for NMG or any of its Affiliates or such other activities that by their nature are likely to lead to
the disclosure of Confidential Information, and (ii) with respect to the post-employment restriction, applies to any Competitor that has
a retail store within 50 miles of, or in the same Metropolitan Statistical Area as, any retail store of NMG or any of its Affiliates. The
Executive shall not be in violation of this Paragraph 9(d) solely as a result of his investment in stock or other securities of a
Competitor or any of its Affiliates listed on a national securities exchange or actively traded in the over-the-counter market if he and
the members of his immediate family do not, directly or indirectly, hold more than a total of one percent of all such shares of stock or
other securities issued and outstanding. The Executive acknowledges and agrees that engaging in the activities restricted by this
Paragraph 9(d) would result in the
15