Neiman Marcus 2010 Annual Report Download - page 164

APPENDIX A
Definitions
1. "Affiliate" means, with respect to any entity, any other corporation, organization, association, partnership, sole
proprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or controlled by or
under direct or indirect common control with such entity.
2. "Cause" means, in NMG's reasonable judgment, (i) a breach of duty by Executive in the course of his/her employment
involving fraud, acts of dishonesty (other than inadvertent acts or omissions), disloyalty, or moral turpitude; (ii) conduct that is
materially detrimental to NMG, monetarily or otherwise, or reflects unfavorably on NMG or Executive to such an extent that NMG's
best interests reasonably require the termination of Executive's employment; (iii) acts of Executive in violation of his/her obligations
under this Agreement or at law; (iv) Executive's failure to comply with or enforce NMG's policies concerning equal employment
opportunity, including engaging in sexually or otherwise harassing conduct; (v) Executive's repeated insubordination or failure to
comply with or enforce other personnel policies of NMG or its Affiliates; (vi) Executive's failure to devote his/her full working time
and best efforts to the performance of his/her responsibilities to NMG or its Affiliates; or (vii) Executive's conviction of or entry of a
plea agreement or consent decree or similar arrangement with respect to, a felony, other serious criminal offense, or any violation of
federal or state securities laws; provided, however, that with respect to items (v) and (vi), Executive has been provided prior written
notice of the failure and afforded a reasonable opportunity to correct same.
3. "Competitor" means (i) each of Saks Incorporated, Nordstrom, Inc., Barney's New York, Inc., any Affiliate of any of
them, and any other person or entity that owns, operates or controls any of them or any of their Affiliates, directly or indirectly; (ii) the
successors to or assigns of the persons or entities identified in (i); and (iii) the retail operations of the following vendors of NMG and
the Affiliates of such vendors: any person or entity, or successor or assign of such person or entity, who, at any time during
Executive's employment with NMG or within 18 months following the end of Executive's employment with NMG, was a vendor of
NMG and had an annual gross revenue of $100 million or more, and the Affiliates of such vendors. To the extent that any of the
corporate names used in (i) or (iii) of this definition are not the legally correct corporate names of the entities commonly referred to by
the corporate names used above absent the corporate form designation, the definition shall be deemed to apply to the entities with the
correct corporate names, along with the Affiliates, successors, and assigns of such correctly named entities.
4. "Confidential Information" shall mean, without limitation, all documents or information, in whatever form or medium,
concerning or evidencing sales; costs; pricing; strategies; forecasts and long range plans; financial and tax information; personnel
information; business, marketing and operational projections, plans and opportunities; and customer, vendor, and supplier information;
but excluding any such information that is or becomes generally available to the public other than as a result of any breach of this
Agreement or other unauthorized disclosure by Executive.
5. "Good Reason" shall mean any of the following actions if taken without Executive's prior consent: (i) a material
diminution in Executive's base compensation; (ii) a material diminution in Executive's authority, duties, or responsibilities; (iii) a
material diminution in the authority, duties, or responsibilities of the officer of NMG to whom Executive is required to report; (iv) a
material diminution in the budget over which Executive retains authority; (v) a material change in the
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