Neiman Marcus 2008 Annual Report Download - page 573

(ii) Actions.
(A) Management Committee and subcommittee action shall be taken by majority vote of the committee members
constituting the full committee (including any vacancies).
(B) If a majority of the Management Committee members constituting the full Management Committee (including
any vacancies) fail to agree on any matter of significance to the Program (an "Unapproved Matter") within ten
(10) Business Days after the relevant initial vote (and in the case of a subcommittee vote, the Management Committee has
attempted to resolve such matter for at least ten (10) Business Days after the relevant subcommittee vote and has failed to
so), then initially the Chief Executive Officer of HSBC Retail Services and Senior Vice President, General Counsel and
Secretary of NMG (or any other similarly ranking officer of Bank or NMG, as the case may be, who is not a Management
Committee member and shall have been designated in writing by NMG or Bank, as applicable, to the other Party) shall in
good faith attempt to resolve the matter. Any such resolution by such senior officers shall be deemed to be the action and
approval of the Management Committee for purposes of this Agreement. If after ten (10) Business Days, the Unapproved
Matter remains unresolved by such senior officers of NMG and Bank, the failure to agree shall constitute a deadlock. In
the event of a deadlock, the final decision shall rest with NMG in the case of NMG Matters and with Bank in the case of
Bank Matters, each of which shall, except as otherwise provided herein, exercise its discretion reasonably and in good
faith. If a deadlock should occur with respect to a matter that is neither an NMG Matter nor a Bank Matter, the matter
shall be deemed rejected by the Management Committee.
(C) Notwithstanding the foregoing, no changes to the Account terms or any other Program terms described in
Section 3.2(d)(v) shall be made before the first anniversary of the Effective Date without the approval by majority vote of
the committee members constituting the full Management Committee (including any vacancies); provided, however, that
(i) if a Party concludes that such a change is required by Applicable Law (as evidenced by a Legal Opinion), such Party
may make such change without regard to this clause (C) if such Party would have final decision-making authority with
respect to such change following the first anniversary of the Effective Date and (ii) at the request of NMG, Bank shall
make the changes referred to in Schedule 3.2(e).
(D) Notwithstanding anything to the contrary contained herein, Bank shall not override any vote of the NMG
Designees in a way that would result in any aspect of the Program being more onerous or less beneficial to the
Cardholders or the NMG Companies than Comparable Partner Programs unless (i) Bank's position on the issue is required
by Applicable Law and (ii) Bank adopts, and certifies to the NMG Companies that it has adopted, the same position with
respect to each of its other Comparable Partner Programs that are similarly impacted by such Applicable Law or to which
such Applicable Law could similarly be applied.
19