Neiman Marcus 2009 Annual Report Download - page 290

(viii) content of Cardholder Documentation and Solicitation Materials that is dictated by Applicable
Law, as evidenced by a Legal Opinion;
(ix) if a RAM Condition has occurred and is continuing, the implementation of Existing Term
Changes, subject to compliance with Section 4.7(b) and provided that the Account terms to be implemented
are Competitive;
(x) following the occurrence of both (A) delivery of a termination notice by NMG pursuant to
Section 16.2(f)(ii)(B) and (B) thereafter a Preliminary Non-Purchase Event, provided that an NMG Credit
Event is then in effect, implementation of Existing Term Changes, provided that if NMG shall have
extended the period for exercising its Program Assets purchase option pursuant to Section 17.2(b), such
implementation shall not become a Bank Matter until after NMG gives notice that such option will not be
exercised or until such extended option shall have expired; and
(xi) following the occurrence of both (A) delivery of a termination notice by NMG pursuant to
Section 16.2(f)(ii)(B) and (B) thereafter the [***] following the occurrence of a Preliminary Non-Purchase
Event, provided that an NMG Credit Event is then in effect, implementation of New Account Terms.
3.3 Program Relationship Managers; Program Team.
(a) The NMG Companies and Bank shall each appoint one Program relationship manager (each, a
"Manager"). The Managers shall exercise day-to-day operational oversight of the Program, subject to the actions and decisions of the
Management Committee, and coordinate the partnership efforts between the NMG Companies and Bank, shall report to the designees
on the Management Committee of the Party appointing such Manager and shall conduct their Program responsibilities in accordance
with the actions and decisions of the Management Committee. The NMG Companies and Bank shall endeavor to provide stability and
continuity in the Manager positions and each Party's other Program personnel.
(b) The initial Manager of the NMG Companies is set forth in Schedule 3.3.
(c) The initial Manager of Bank is set forth in Schedule 3.3. The Bank's Manager shall report directly to the
Bank's Senior Vice President-Client Development. The Bank's Manager's performance-based compensation shall be based upon the
Program Objectives and other specific annual targets and objectives set by the Management Committee, including Program
profitability targets. The appointment of a new Manager by Bank is subject to the prior approval of NMG. With respect to future
Bank Manager candidates, Bank shall seek to propose candidates with substantial Program relevant experience, including experience
with the department store industry, comparable customer demographics and loyalty programs.
(d) Bank shall maintain a Program team having Competitive expertise and experience and meeting the
requirements and specifications set forth in Schedule 3.3. No member of the Bank's Program team shall be reassigned to any program
operated by Bank or
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