Neiman Marcus 2008 Annual Report Download - page 571

3.2 Management Committee.
(a) Establishment of the Management Committee. NMG, on behalf of the NMG Companies, and Bank hereby establish a
committee (the "Management Committee") to oversee and review the conduct of the Program pursuant to this Agreement and to
perform any other action that, pursuant to any express provision of this Agreement, requires its action.
(b) Subcommittees of the Management Committee. The Management Committee may designate additional committees (which
may include persons who are not members of the Management Committee) with responsibility for overseeing and administering
specified aspects of the Program (e.g., marketing, underwriting and risk management); provided, however, that approval of any matter
expressly required by this Agreement to be approved by the Management Committee shall not be delegated to any subcommittee or
other body.
(c) Composition of the Management Committee. The Management Committee shall consist of eight (8) members, of whom four
(4) members shall be nominated by NMG (the "NMG Designees") and four (4) members shall be nominated by Bank (the "Bank
Designees"). The initial NMG Designees and Bank Designees will be designated prior to the Effective Date. Each Party shall
designate its Managers to serve as one of its designees on the Management Committee. Each Party shall at all times have as one of its
designees the Person with overall responsibility for the performance of the Program within his or her respective corporate
organization, which in the case of Bank, shall be the Chief Financial Officer or Chief Operating Officer of the private label Credit
Card business of Bank. NMG shall designate among its designees to the Management Committee the senior executive of NMG
responsible for the Program Loyalty Programs and at least one executive officer of NMG. Bank and NMG may each substitute its
designees to the Management Committee from time to time so long as their designees continue to satisfy the above requirements,
provided that each Party shall provide the other Party with as much prior notice of any such substitution as is reasonably practicable
under the circumstances.
(d) Functions of the Management Committee. The Management Committee shall:
(i) oversee Program marketing activities, including review and approval of the Marketing Plan;
(ii) review collection strategies and collection metrics;
(iii) monitor activities of competitive programs and identify implications of market trends;
(iv) approve the use of any third party (e.g., subcontractor or outsourced service provider), other than any Affiliate of
NMG or Bank, as the case may be, to perform any of the obligations to be performed by Bank or the NMG
Companies under the Program, in each case, except to the extent (x) subcontracted or outsourced as of the Effective
Date or (y) such subcontracted or outsourced service would not involve direct contact between such third party and
any Cardholder (i.e., in person, via telephone or in writing) it being agreed and understood that the subcontracting or
outsourcing of such services (which may include print shops and mail vendors) would be within the sole discretion
of the respective Party who elects to subcontract or outsource such service;
17