Neiman Marcus 2009 Annual Report Download - page 184

to this Section 6.5(b) pays to Parent the fee payable pursuant to Section 8.2(c); and provided, further, however, that the Company shall
not exercise its right to terminate this Agreement pursuant to this Section 6.5(b) and its Board of Directors may not approve or
recommend any Superior Proposal unless (A) the Company has provided a written notice to Parent (a "Notice of Superior Proposal")
advising Parent that the Company has received a Superior Proposal and including all information required by the penultimate sentence
of Section 6.5(a) (it being understood that neither the delivery of a Notice of a Superior Proposal nor any subsequent public
announcement thereof in itself shall entitle Parent to terminate this Agreement pursuant to Section 8.1(e)), and (B) Parent does not,
within three business days following its receipt of the Notice of Superior Proposal, make an offer that, as determined by the Board of
Directors of the Company in good faith after consultation with its outside legal counsel and financial advisors, results in the applicable
Acquisition Proposal no longer being a Superior Proposal (provided that, during such three business day period, the Company shall
negotiate in good faith with Parent, to the extent Parent wishes to negotiate, to enable Parent to make such offer).
SECTION 6.6 Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company
Employee may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries, for a period
commencing at the Effective Time and ending on the second anniversary thereof, to maintain the severance-related provisions of
existing Company Plans and to provide 100% of the severance payments and benefits required thereunder to be provided any Current
Employee (as defined below) terminated during that twenty-four month period. In respect of the annual bonus payable to the Company
Employees for service rendered in fiscal year 2005, Parent shall, or shall cause the Surviving Corporation to, continue to honor the
terms and conditions of and obligations (whether existing as of the date of this Agreement or thereafter) under the Company's year
2005 annual bonus program and the award or participation agreements thereunder (the "2005 Bonus Program"), which 2005 Bonus
Program shall be administered in a manner consistent with the Company's historic annual bonus programs and any individual
agreements with Company Employees.
(b) Without limiting any additional rights that any Company Employee not covered by a Collective Bargaining Agreement and
employed by the Company or any of its subsidiaries at the Effective Time (Current Employee") may have under any Company Plan,
Parent shall cause the Surviving Corporation and each of its subsidiaries, for the period commencing at the Effective Time and ending
on the second anniversary thereof, to maintain for any Current Employee (i) subject to paragraph (a) above, salary or hourly wage rate,
target cash bonus opportunities under annual programs and commissions, but excluding equity and equity equivalents (collectively,
"Compensation"), that in the aggregate are no less favorable than, and (ii) benefits provided under Company Plans that in the
aggregate are no less favorable than, the Compensation and benefits maintained for and provided to such Current Employees
immediately prior to the Effective Time; provided, however, subject to the foregoing, that nothing herein shall prevent the amendment
or termination of any Company Plan or interfere with the Surviving Corporation's right or obligation to make such changes as are
necessary to conform with applicable Law. Nothing in this Section 6.6 shall limit the right of Parent, the Surviving