Neiman Marcus 2010 Annual Report Download - page 159

(2) if, at the time of his/her termination, Executive participates in a group medical insurance plan offered by NMG
and Executive is eligible for and elects to receive continued coverage under such plan in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA") or any successor law, NMG will reimburse Executive during the
Salary Continuance Period or, if shorter, the period of such actual COBRA continuation coverage, for the total amount of the
monthly COBRA medical insurance premiums actually paid by Executive for such continued medical insurance benefits
during such period.
(b) NMG shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all the business and/or assets of NMG, by agreement in writing in form and substance reasonably
satisfactory to Executive, expressly, absolutely, and unconditionally to assume and agree to perform this Agreement in the same
manner and to the same extent that NMG would be required to perform it if no such succession or assignment had taken place. If
NMG fails to obtain such agreement by the effective time of any such succession or assignment and if such failure constitutes Good
Reason then the Termination Benefits to which Executive is entitled upon a termination for Good Reason pursuant to Paragraph 1
(a) shall be the sole remedy of Executive for any failure by NMG to obtain such agreement. As used in this Agreement, "NMG" shall
include any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially
all the business and/or assets of NMG that executes and delivers the agreement provided for in this Paragraph 1 (b) or that otherwise
becomes obligated under this Agreement by operation of law.
(c) If, in the reasonable judgment of NMG, Executive engages in any of the Restricted Activities described in paragraph 3 of
this Agreement, NMG's obligation to provide the Termination Benefits shall end as of the date NMG so notifies Executive in writing.
(d) If Executive is arrested or indicted for any felony, other serious criminal offense, or any violation of federal or state
securities laws, or has any civil enforcement action brought against him by any regulatory agency, for actions or omissions related to
his/her employment with NMG, or if NMG reasonably determines in its sole judgment that Executive has committed any act or
omission that would have entitled NMG to terminate his/her employment for Cause, whether such act or omission was committed
during his/her employment with NMG or during the Salary Continuance Period, then (1) NMG's obligation to provide Termination
Benefits shall immediately end, and (2) Executive shall repay to NMG any amounts paid to him as Termination Benefits within 30
days after a written request to do so by NMG.
(e) The Executive may terminate his/her employment for Good Reason. To exercise his/her right to terminate for Good
Reason, the Executive must provide written notice to NMG of his/her belief that Good Reason exists within 90 days of the initial
existence of the circumstance(s) believed to constitute Good Reason, and such notice shall describe the circumstance(s) believed to
constitute Good Reason. If such circumstance(s) may reasonably be remedied, NMG shall have 30 days to effect that remedy. If not
remedied within that 30-day period, the Executive may terminate his/her employment for Good Reason by delivery of written notice
to NMG; provided, however, that a termination for Good Reason must occur no later than 180 days after the initial existence of the
circumstance(s) believed to constitute Good Reason; otherwise, the Executive is deemed to have accepted the circumstance(s) that
may have given rise to the existence of Good Reason.
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