Neiman Marcus 2009 Annual Report Download - page 304

(i) Bank shall test the introduction of New Account Terms on a segment of Cardholders, which shall
be a randomly selected segment that shall be the smallest segment reasonably possible to be representative
of the Cardholders to which such New Account Terms are proposed to be applied and capable of achieving
statistically significant test results.
(ii) NMG shall use all reasonable efforts to support Bank's test of such New Account Terms meeting
the foregoing requirements within a [***] timeframe following the date on which Bank first proposes such
implementation of New Account Terms to the Management Committee.
(iii) The test results will be measured for a minimum of [***], but up to [***], as either Party may
request, and the results shall in all cases include [***] for the test population and for Cardholders other than
the test population to whom such New Account Terms would be applied if such New Account Terms
would be implemented as proposed (the "Control Population"), in each case during the period beginning on
implementation of the New Account Terms to the test population and continuing for the full period of the
test.
(iv) If the [***] for the Accounts in the test population exceeds the [***] for the Control Population
by less than [***], the full implementation of such New Account Terms to any new or existing Accounts
shall be a Bank Matter.
(v) If the [***] for the Accounts in the test population exceeds the [***] for the Control Population
by at least [***], the Parties shall negotiate in good faith for a period (the "Account Terms Negotiation
Period") of [***] commencing with the Management Committee meeting at which the test results are
presented (or such later Management Committee Meeting at which such New Account Terms become an
Unapproved Matter) to attempt to reach agreement on an alternative or alternatives to the proposed New
Account Terms (which may include amendments to this Agreement) that the Parties agree are mutually
acceptable and designed to achieve an economic effect on the Program that is equivalent to the effect that
would have been achieved by implementation of the New Account Terms, based on the results of the
foregoing test and taking into account the [***] exhibited in the test.
(vi) Should the Parties fail to reach agreement by the end of the Account Terms Negotiation Period,
(A) if the [***] for the Accounts in the test population exceeds the [***] for the Control Population by
[***] but not more than [***], then implementation of such New Account Terms shall be a Bank Matter,
and (B) if the [***]
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