Neiman Marcus 2009 Annual Report Download - page 185

Corporation or any of their subsidiaries to terminate the employment of any Current Employee at any time.
(c) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Current Employees full credit
for purposes of eligibility and vesting (but not benefit accruals, except for vacation and severance, if applicable, under the Company
Plans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and
arrangements maintained for the benefit of Current Employees as of and after the Effective Time by Parent, its subsidiaries or the
Surviving Corporation for the Company Employees' service with the Company, its subsidiaries and their predecessor entities (each, a
"Parent Plan") to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent
Plan that is a "welfare benefit plan" (as defined in Section 3(1) of ERISA), the Parent or its subsidiaries shall (i) cause there to be
waived any pre-existing condition or eligibility limitations and (ii) give effect, for the fiscal year in which the Closing occurs, in
determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed
to, Current Employees under similar plans maintained by the Company and its subsidiaries immediately prior to the Effective Time.
(d) From and after the Effective Time, Parent will cause the Surviving Corporation and all of their subsidiaries to honor, in
accordance with its terms, (x) each existing employment, change in control, severance and termination plan, policy or agreement of or
between the Company or any of its subsidiaries and any officer, director or employee of that company, (y) equity-based plans,
programs or agreements, bonus plans or programs and (z) all obligations pursuant to outstanding restoration plans, equity-based plans,
programs or agreements, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan,
program or arrangement of the Company or its subsidiaries and similar employment compensation and benefit arrangements and
agreements in effect as of the Effective Time, in each case to the extent legally binding on the Company or any of its subsidiaries.
SECTION 6.7 Directors' and Officers' Indemnification and Insurance. (a) Without limiting any additional rights that any
employee may have under any employment agreement or Company Plan, from the Effective Time through the sixth anniversary of the
date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless each
present (as of the Effective Time) and former officer, director or employee of the Company and its subsidiaries in their capacity as
such and not as stockholders or optionholders of the Company or its subsidiaries (the "Indemnified Parties"), against all claims, losses,
liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements
(collectively, "Costs"), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director,
employee, fiduciary or agent of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective
Time (including this