Neiman Marcus 2009 Annual Report Download - page 283

(i) issue, offer or market any payment products not expressly covered in this Section 2.2 (e.g., NMG
and its Affiliates shall not be restricted from issuing, accepting or otherwise taking action with respect to
(A) gift cards, pre-paid cards or stored value cards, or (B) debit cards, in each case, whether or not bearing
an NMG Licensed Mark);
(ii) participate in rewards programs and promotions by card associations or for cards not branded
with any of the NMG Licensed Marks (e.g., American Express Membership Rewards); or
(iii) offer its customers rewards or promotional programs or other value propositions, including
Loyalty Programs, of any type; provided that, except to the extent approved by a majority of the members
constituting the full Management Committee (including any vacancies), (A) the Program Loyalty Programs
shall remain the primary Loyalty Programs for the NMG Channels and any changes to the Program Loyalty
Programs shall be made in accordance with Article III, and (B) except to the extent set forth in Schedule
2.2(d), no Loyalty Program other than the Program Loyalty Programs shall (x) award points based on the
participant's choice of tender or payment method or (y) provide awards on an annual basis upon reaching
specific spending tiers.
ARTICLE III
PROGRAM MANAGEMENT AND ADMINISTRATION
3.1 Program Objectives. In performing its responsibilities with respect to the management and administration of
the Program, each Party shall be guided by the following Program objectives (the "Program Objectives"):
(a) to enhance the experience of NMG Shoppers;
(b) to increase retail sales of the NMG Companies;
(c) to maintain or improve customer insight through data acquisition and analysis;
(d) to maximize Program economics while minimizing operational costs or complexity; and
(e) to leverage the Program to identify existing and potential NMG Shoppers, develop and deepen relationships with
NMG Shoppers and finance retail sales growth.
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
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