Neiman Marcus 2008 Annual Report Download - page 235

protection for all Work Product; (ii) execute, acknowledge, seal and deliver all documents tendered by NMG to evidence its
ownership thereof throughout the world; and (iii) cooperate with NMG in obtaining, defending and enforcing its rights therein.
(c) The Executive represents that there are no other contracts to assign inventions or other intellectual property
that are now in existence between the Executive and any other person or entity. The Executive further represents that he has no other
employment or undertakings that might restrict or impair his performance of this Agreement. The Executive will not in connection
with his employment by NMG, use or disclose to NMG any confidential, trade secret, or other proprietary information of any previous
employer or other person that the Executive is not lawfully entitled to disclose.
11. Reformation. If the provisions of Paragraphs 8, 9, or 10 are ever deemed by a court to exceed the
limitations permitted by applicable law, the Executive and NMG agree that such provisions shall be, and are, automatically reformed
to the maximum limitations permitted by such law.
12. Assistance in Litigation. After the Employment Term, the Executive shall, upon reasonable notice, furnish
such information and assistance to NMG or any of its Affiliates as may reasonably be requested by NMG in connection with any
litigation in which NMG or any of its Affiliates is, or may become, a party. NMG shall reimburse the Executive for all reasonable
out-of-pocket expenses, including travel expenses, incurred by the Executive in rendering such assistance, but shall have no obligation
to compensate the Executive for his time in providing information and assistance in accordance with this Paragraph 12.
13. No Obligation to Pay. With regard to any payment due to the Executive under this Agreement, it shall not
be a breach of any provision of this Agreement for NMG to fail to make such payment to the Executive if (i) NMG is legally
prohibited from making the payment; (ii) NMG would be legally obligated to recover the payment if it was made; or (iii) the
Executive would be legally obligated to repay the payment if it was made.
14. Survival. The expiration or termination of the Employment Term will not impair the rights or obligations
of any party hereto that accrue hereunder prior to such expiration or termination, except to the extent specifically stated herein. In
addition to the foregoing, NMG's obligations under Paragraphs 5(h), 7 and 16, and the Executive's obligations under Paragraphs 8, 9,
10 and 12, will survive the expiration or termination of the Executive's employment.
15. Withholding Taxes. NMG shall withhold from any payments to be made to the Executive pursuant to this
Agreement such amounts (including social security contributions and federal income taxes) as shall be required by federal, state, and
local withholding tax laws.
16. Excise Tax Provisions in Connection with a Change of Control.
(a) If, after the Effective Date, there occurs a transaction that constitutes a "change of control" under
Regulation 1.280G and, immediately prior to the consummation of such change of control, NMG is an entity whose stock is readily
tradeable on an established
17