Neiman Marcus 2009 Annual Report Download - page 288

ten (10) days following any meeting called by NMG pursuant to this Section 3.2(e)(iii), it shall be
considered an Unapproved Matter.
(f) NMG Matters. In accordance with and subject to this Section 3.2, NMG shall have the ultimate decision
making authority with respect to any Unapproved Matters in respect of the following matters (the "NMG Matters") and, except as
required by Applicable Law or this Agreement, any decision implemented as an NMG Matter can only be reversed or discontinued in
NMG's sole discretion:
(i) design of the Cardholder Documentation and collateral aesthetics; provided that changes to the
design or content of Cardholder Documentation (other than Billing Statements) that require a material
increase in production costs beyond the per unit cost in effect as of the Effective Date (as adjusted by CPI)
shall not be adopted as an NMG Matter but shall require the approval of the Management Committee
pursuant to Section 3.2(e)(ii)(A) unless NMG agrees to pay the cost of such increase;
(ii) look, feel and content of Billing Statements, except for content that is dictated by legal or
regulatory requirements, as evidenced by a Legal Opinion;
(iii) the Marketing Plan and marketing and promotion of the Program;
(iv) any maintenance of, and improvements to, the NMG Systems used in connection with the
Program, including any conversion to any Bank systems and any capital expenditures of NMG and its
Affiliates for maintenance of, and improvements to, the NMG Systems used in connection with the
Program;
(v) the approval (in the sole discretion of NMG) of any new Credit Card products, including
Approved Ancillary Products, Non-Card Payment Plans or other products and services proposed to be
offered to Cardholders and, in each case, the approval of any compensation payable to the NMG
Companies in respect thereof; provided, that the economic terms and compensation arrangements related to
such new products or services shall be acceptable to both Parties;
(vi) the design, implementation, modification or any changes to any terms of any Program Loyalty
Program; provided that NMG shall continue to offer one or more Program Loyalty Programs to
Cardholders throughout the Term and unless approved by majority vote of the full Management Committee
(including any vacancies), such Program Loyalty Programs shall be the primary Loyalty Programs for the
NMG Channels;and
(vii) communications and/or contacts with Cardholders (other than as required to service the
Accounts, comply with Applicable Law or as
37