Neiman Marcus 2013 Annual Report Download - page 195

of the State of Delaware, (iii) you have been appointed as a Director in reliance on your agreements and representations in this letter
and (iv) if, at any time, you become aware of any facts or circumstances that would cause any of your representations and warranties in
the first sentence of this Section 4 to be untrue if made as of such time, you will promptly disclose such facts or circumstances in
writing to the Board.
CONFIDENTIALITY
All information acquired from or on behalf of the Company or any of its affiliates, or otherwise in connection with your service as a
Director (including prior to the date hereof), is confidential and you shall not directly or indirectly release, communicate, disclose or use
such information for any reason other than, during your service as a Director, in the interests of the Company and its subsidiaries. This
restriction shall not apply to any information that (a) is or may become generally available to the public, other than as a result of your
breach of the terms of this letter or (b) is required to be disclosed by applicable law; provided that you shall, to the extent legally
permissible, give the Company written notice of such requirement prior to any such disclosure to enable Company to seek a protective
order or otherwise prevent such disclosure. You shall hold and retain such information (in whatever form you may receive it) under
appropriately secure conditions.
ADDRESS FOR NOTICE AND PERSONAL CONTACT DETAILS
You shall advise the Company’s General Counsel promptly of any change in your address or other personal contact details.
RETURN OR DESTRUCTION OF PROPERTY
All files, documents, records, papers, electronic mail transmissions and other materials (collectively, “Materials”) furnished to you by
or on behalf of the Company or any of its affiliates are the sole and exclusive property of the Company. Upon your resignation or
removal as a Director, or at any time upon the Company’s request, you shall promptly return to the Company or destroy all such
Materials and all other property belonging to the Company or any of its affiliates that may be in your possession or under your control,
and you shall not retain any copies thereof. If requested by the Company, you shall certify to the Company that all such Materials have
been so returned or destroyed in compliance herewith.
COUNTERPARTS; AMENDMENTS; Section 409A
This letter may be signed in counterparts (including (without limitation) by facsimile or electronic transmission).
No amendment or modification of this letter shall be effective unless it is in writing and signed by you and the Company (or either such
party’s authorized representative). The failure of either party to require the performance of any term or obligation of this letter, or the
waiver by either party of any breach of this letter, shall not prevent any subsequent enforcement of such term or obligation and shall
not be deemed a waiver of any subsequent breach.