Neiman Marcus 2009 Annual Report Download - page 163

Adverse Effect. There are no SEC legal actions, audits, inquiries or investigations, other governmental actions, audits, inquiries or
investigations by other Governmental Entities or material internal investigations pending or, to the knowledge of the Company,
threatened, in each case regarding any accounting practices of the Company or any of its subsidiaries or any malfeasance by any
executive officer of the Company.
SECTION 3.10 Employee Benefit Plans. (a) Section 3.10(a) of the Company Disclosure Schedule contains a true and
complete list of each material "employee benefit plan" (within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), but excluding any plan that is a "multiemployer plan," as defined in Section 3(37) of
ERISA ("Multiemployer Plan")), and each other material director and employee plan, program, agreement or arrangement, vacation or
sick pay policy, fringe benefit plan, compensation, severance or employment agreement, stock bonus, stock purchase, stock option,
restricted stock, stock appreciation right or other equity-based plan, and bonus or other incentive compensation or salary continuation
plan or policy contributed to, sponsored or maintained by or with respect to which the Company or any of its subsidiaries has any
liability (contingent or otherwise) as of the date hereof for the benefit of any current, former or retired employee, officer, consultant,
independent contractor or director of the Company or any of its subsidiaries (collectively, the "Company Employees" and such plans,
programs, policies, agreements and arrangements, collectively, the "Company Plans").
(b) With respect to each Company Plan, the Company has made available to the Parent a current, accurate and complete copy
thereof (or, if a plan is not written, a written description thereof) and, to the extent applicable, (i) any related trust or custodial
agreement or other funding instrument, (ii) the most recent determination letter, if any, received from the Internal Revenue Service
(the "IRS"), (iii) any summary plan description or employee handbook, (iv) for the most recent year (A) the Form 5500 and attached
schedules, (B) audited financial statements and (C) actuarial valuation reports, if any, and (v) copies of any material correspondence
from the IRS, SEC, Pension Benefit Guaranty Corporation, Department of Labor (or any agency thereof) or any comparable
Governmental Entity in Canada relating to any compliance issues with respect to any Company Plan.
(c) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each
Company Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of
ERISA, the Internal Revenue Code of 1986, as amended (the "Code"), and other Law.
(d) Section 3.10(d) of the Company Disclosure Schedule contains a true and complete list of each Multiemployer Plan with
respect to which the Company or any of its subsidiaries has any liability or contributes (or has at any time contributed) or had an
obligation to contribute. With respect to any such Multiemployer Plan: (i) neither the Company nor any of its subsidiaries has incurred
any withdrawal liability under Title IV of ERISA that remains unsatisfied as would have, individually or in the aggregate, a