Neiman Marcus 2013 Annual Report Download - page 193
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EXHIBIT 10.28
April 30, 2014
PRIVATE AND CONFIDENTIAL
Dear Mr. Gundotra:
NM Mariposa Holdings, Inc. (“us”, “we” or the “Company”), is pleased that you have accepted our offer to join the Company’s
Board of Directors (the “Board”) as a member of the Board (a “Director”). This letter sets out the main terms of your appointment,
and is a contract for services and not a contract of employment.
APPOINTMENT, RESIGNATION AND REMOVAL
You shall serve on the Board in accordance with, and subject to, the Certificate of Incorporation of the Company (as amended from
time to time, the “Charter”), the By-Laws of the Company (as amended from time to time, the “By-Laws”) and the Stockholders
Agreement, dated as of October 25, 2013, by and among NM Mariposa Holdings, Inc., Ares Corporate Opportunities Fund III, L.P.,
Ares Corporate Opportunities Fund IV, L.P., CPP Investment Board (USRE) Inc., ACOF Mariposa Holdings LLC and the other
Securityholders party thereto (as amended from time to time, the “Stockholders Agreement”).
You may resign as a Director at any time by providing written notice thereof in accordance with the By-Laws. In addition, you may be
removed at any time in accordance with the Charter, the By-Laws and the Stockholders Agreement.
The Company may request that you serve as a director on the board of directors or other governing body of any of the Company’s
subsidiaries, and your appointment, resignation or removal from any such board of directors or other governing body shall be subject to
the certificate of incorporation and by-laws (or other similar governing documents) of such subsidiary and the Stockholders
Agreement.
ROLE AND DUTIES
For so long as you are a Director, you shall provide those services as (a) are required of a director under the General Corporation Law
of Delaware and all other applicable state and federal laws and regulations, (b) are customarily associated with and are incident to the
position of a director and (c) the Company may, from time to time, reasonably request, consistent with your position as a Director.
Without limiting the foregoing, for so long as you are a Director, you shall (a) meet with the Company upon the Company’s request, at
dates and times mutually agreeable to you and the Company, to discuss any matters that involve or may involve issues of which you
have knowledge and (b) cooperate with the Company in the planning, review and execution of any such matter. We anticipate that you
will participate in (i) at least four to five in-person Board meetings per year at the Company’s