Neiman Marcus 2009 Annual Report Download - page 438

SCHEDULE 9.1(a)(iii)
Quarterly NMG Compensation
(a) Merchant Participation True-Up.
The "Quarterly Merchant Participation Amount " shall be calculated as set forth below and (i) if the Quarterly
Merchant Participation Amount exceeds the aggregate amount paid by Bank to NMG pursuant to Schedule 9.1(a)
(i) in respect of all preceding Program Quarters occurring in such Program Year, Bank shall pay the amount of such
excess to NMG; and (ii) if the Quarterly Merchant Participation Amount is less than the aggregate amount paid by
Bank to NMG pursuant to Schedule 9.1(a)(i) in respect of all preceding Program Quarters in such Program Year,
NMG shall pay the amount of such deficiency to Bank. For purposes of determining the Quarterly Merchant
Participation Amount, the "amount paid by Bank to NMG pursuant to Schedule 9.1(a)(i)" with respect to any period
as to which the quarterly true-up pursuant to this Schedule 9.1(a)(iii) has been implemented shall be the amount paid
pursuant Schedule 9.1(a)(i) plus or minus the true-up amount paid pursuant to this Schedule 9.1(a)(iii).
As used herein, the "Quarterly Merchant Participation Amount" means the following:
(i) If the Risk Adjusted Margin for the preceding Program Quarters in such Program Year is less than [***], an
amount equal to [***] Net Credit Sales for such Program Quarters;
(ii) If the Risk Adjusted Margin for the preceding Program Quarters in such Program Year is equal to or
greater than [***] but less than or equal to [***], an amount equal to [***] times Net Credit Sales for such Program
Quarters; and
(iii) If the Risk Adjusted Margin for the preceding Program Quarters in such Program Year is greater than
[***], an amount equal to [***] times Net Credit Sales for such Program Quarters.
(b) RAM Sharing.
The "Quarterly RAM Sharing Amount " shall be calculated as set forth below and (i) if the Quarterly RAM Sharing
Amount exceeds the aggregate amount paid by Bank to NMG pursuant to the provisions of Schedule 9.1(a)
(iii) under the caption "RAM Sharing" in respect of all preceding Porgram Quarters in such Program Year, Bank
shall pay the amount of such excess to NMG; and (ii) if the Quarterly RAM Sharing Amount is less than the
aggregate amount paid by Bank to NMG pursuant to the provisions of Schedule 9.1(a)(iii) under the caption "RAM
Sharing" in respect of all preceding Program Quarters of the current Program Year, NMG shall pay the amount of
such deficiency to Bank.