Neiman Marcus 2010 Annual Report Download - page 161

would not authorize Executive to engage in activities that will create new and additional Confidential Information, and would not
enter or have entered into this Agreement.
3. In consideration of NMG's promises to provide Executive with new and additional Confidential Information and to
authorize him to engage in activities that will create new and additional Confidential Information, and the other promises and
undertakings of NMG in this Agreement, Executive agrees that, while he/she is employed by NMG and for a period of 18 months
following the end of that employment for any reason, he/she shall not engage in any of the following activities (the "Restricted
Activities"):
(a) He/She will not directly or indirectly disparage NMG or its Affiliates, any products, services, or operations of NMG or its
Affiliates, or any of the former, current, or future officers, directors, or employees of NMG or its Affiliates;
(b) He/She will not, whether on his/her own behalf or on behalf of any other individual, partnership, firm, corporation or
business organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or
entice, any person who is then employed by or otherwise engaged to perform services for NMG or its Affiliates to leave that
employment or cease performing those services;
(c) He/She will not, whether on his/her own behalf or on behalf of any other individual, partnership, firm, corporation or
business organization, either directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce, persuade, or
entice, any person who is then a customer, supplier, or vendor of NMG or any of its Affiliates to cease being a customer, supplier, or
vendor of NMG or any of its Affiliates or to divert all or any part of such person's or entity's business from NMG or any of its
Affiliates; and
(d) He/She will not associate directly or indirectly, as an employee, officer, director, agent, partner, stockholder, owner,
representative, or consultant, with any Competitor, unless (1) he/she has advised NMG in writing in advance of his/her desire to
undertake such activities and the specific nature of such activities; (2) NMG has received written assurances (that will be designed,
among other things, to protect NMG's and its Affiliates' goodwill, Confidential Information, and other important commercial interests)
from the Competitor and Executive that are, in NMG's sole discretion, adequate to protect its interests; (3) NMG, in its sole discretion,
has approved in writing such association; and (4) Executive and the Competitor adhere to such assurances. After the end of
Executive's employment with NMG and any Affiliate, the restriction just set forth in this paragraph 3(d) applies only to conduct of
Executive that takes place anywhere in, or is directed at any part of, the Noncompetition Area. Executive shall not be in violation of
this paragraph 3(d) solely as a result of his/her investment in stock or other securities of a Competitor or any of its Affiliates listed on
a national securities exchange or actively traded in the over-the-counter market if he/she and the members of his/her immediate family
do not, directly or indirectly, hold more than a total of one (1) percent of all such shares of stock or other securities issued and
outstanding. Executive acknowledges and agrees that engaging in the Restricted Activities described in this subparagraph would
result in the inevitable disclosure or use of Confidential Information for the Competitor's benefit or to the detriment of NMG.
Executive acknowledges and agrees that the restrictions contained in this paragraph 3 are ancillary to an otherwise enforceable
agreement, including without limitation the mutual promises and undertakings set forth in paragraph 2 of this Agreement; that NMG's
promises and undertakings set forth in paragraph 2 of this Agreement, and Executive's position and responsibilities with NMG, give
rise to NMG's interest in restricting Executive's post-employment activities;
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