Neiman Marcus 2009 Annual Report Download - page 284

oversee and review the conduct of the Program pursuant to this Agreement and to perform any other action that, pursuant to any
express provision of this Agreement, requires its action.
(b) Subcommittees of the Management Committee. The Management Committee may designate additional
committees (which may include persons who are not members of the Management Committee) with responsibility for overseeing and
administering specified aspects of the Program (e.g., marketing, underwriting and risk management); provided, however, that approval
of any matter expressly required by this Agreement to be approved by the Management Committee shall not be delegated to any
subcommittee or other body.
(c) Composition of the Management Committee. The Management Committee shall consist of eight
(8) members, of whom four (4) members shall be nominated by NMG (the "NMG Designees") and four (4) members shall be
nominated by Bank (the "Bank Designees"). The initial NMG Designees and Bank Designees will be designated prior to the Effective
Date. Each Party shall designate its Managers to serve as one of its designees on the Management Committee. Each Party shall at all
times have as one of its designees the Person with overall responsibility for the performance of the Program within his or her
respective corporate organization, which in the case of Bank, shall be the Chief Financial Officer or Chief Operating Officer of the
private label Credit Card business of Bank. NMG shall designate among its designees to the Management Committee the senior
executive of NMG responsible for the Program Loyalty Programs and at least one executive officer of NMG. Bank and NMG may
each substitute its designees to the Management Committee from time to time so long as their designees continue to satisfy the above
requirements, provided that each Party shall provide the other Party with as much prior notice of any such substitution as is reasonably
practicable under the circumstances.
(d) Functions of the Management Committee. The Management Committee shall:
(i) oversee Program marketing activities, including review and approval of the Marketing Plan;
(ii) review collection strategies and collection metrics;
(iii) monitor activities of Competing Retail Programs and identify implications of market trends;
(iv) approve the use of any third party (e.g., subcontractor or outsourced service provider), other than any
Affiliate of NMG or Bank, as the case may be, to perform any of the obligations to be performed by Bank
or the NMG Companies under the Program, in each case, except to the extent (x) subcontracted or
outsourced as of the Effective Date or (y) such subcontracted or outsourced service would not involve
direct contact between such third party and any Cardholder (i.e., in person, via telephone or in writing) it
being agreed and understood that the subcontracting or outsourcing of such services (which may include
print shops and mail
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