Neiman Marcus 2014 Annual Report Download - page 84

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program and will be payable based on the achievement of performance objectives, as determined at the discretion of the Parent Board. Additionally, under
the agreement, Mr. Gold is entitled to receive reimbursement of up to $5,000 for financial and tax planning advice.
The agreement provides that if we terminate Mr. Gold's employment without ‘‘cause’’ or if Mr. Gold resigns for ‘‘good reason’’ or following the non-
renewal of his agreement by us, he will be entitled to receive, subject to his execution and non-revocation of a waiver and release agreement, (i) an amount of
annual incentive pay equal to a prorated portion of his target bonus amount for the year in which the employment termination date occurs, and (ii) a payment
equal to (A) 18 times (or 12 times in the case of non-renewal by us) the monthly COBRA premium applicable to Mr. Gold, and (B) 1.5 times (or one times in
the case of non-renewal by us) the sum of his base salary and target bonus, at the level in effect as of the employment termination date. The payment
described in clause (ii) would be paid in a lump sum to the extent subject to a particular exemption from Section 409A of the Code and otherwise will be paid
in installments.
For purposes of the employment agreement, ‘‘cause’’ is generally defined as one or more of the following: (i) Mr. Gold's willful and material failure
to substantially perform his duties, or any other material breach of his employment agreement; (ii) Mr. Gold's (A) willful misconduct or (B) gross negligence,
in each case which is materially injurious to the Company or any of our affiliates; (iii) Mr. Gold's willful breach of his fiduciary duty or duty of loyalty to the
Company or any of our affiliates; or (iv) Mr. Gold's commission of any felony or other serious crime involving moral turpitude.
For purposes of the employment agreement, ‘‘good reason’’ is generally defined as any of the following without Mr. Gold's prior consent: (i) a
material failure by the Company to comply with its obligations regarding assumption by a successor, compensation and the related provisions of the
employment agreement; (ii) a material reduction in Mr. Gold's responsibilities or duties; (iii) a material change in the geographic location at which Mr. Gold
must perform services; (iv) a material reduction in Mr. Gold's title or reporting relationships; or (v) our material breach of the employment agreement.
According to the agreement, Mr. Gold would be required to repay his severance payments if he violates certain restrictive covenants in his
agreement or if he is found to have engaged in certain acts of wrongdoing, all as further described in the agreement. According to the agreement, if Mr. Gold's
employment terminates before the end of the term due to his death or ‘‘disability,’’ we would pay him or his estate, as applicable, his accrued obligations and
an amount of annual incentive pay equal to a prorated portion of his target bonus amount for the year in which the employment termination date occurs.
The agreement also contains obligations regarding non-competition and non-solicitation of employees for 18 months following the termination of
Mr. Gold's employment for any reason, confidential information and non-disparagement of us and our business. The agreement also requires that Mr. Gold
disclose and assign to us any trademarks or inventions developed by him that relate to his employment by us or to our business.
Employment Agreement with Mr. Skinner
Effective June 15, 2015, Mr. Skinner resigned from his position as our Executive Vice President, Chief Operating Officer and Chief Financial Officer
and moved to the position of Vice Chairman. In connection with his move to Vice Chairman, we entered into an amended and restated employment
agreement with Mr. Skinner that became effective on June 15, 2015 and will extend until February 1, 2016. Effective August 1, 2015, Mr. Skinner’s base
salary for the period between August 1, 2015 and February 1, 2016 will be $250,000. For fiscal year 2016, Mr. Skinner will participate in our annual
incentive bonus program with a target bonus of 40% of his base salary for the period between August 1, 2015 and February 1, 2016. The actual incentive
bonus will be determined according to the terms of the annual incentive bonus program and will be (i) payable based on the achievement of performance
objectives, as determined at the discretion of the Parent Board and (ii) subject to Mr. Skinner’s continued employment through February 1, 2016 (except as
otherwise described below).
If Mr. Skinner’s employment terminates for any reason other than for ‘‘cause’’ (as defined in the employment agreement and summarized below), Mr.
Skinner will be entitled to receive, subject to his execution and non-revocation of a waiver and release agreement, (i) $595,000, payable in installments over
an 18-month period as set forth in the employment agreement, and (ii) a lump sum payment equal to $1,169,763. If Mr. Skinner’s employment is terminated
by us without ‘‘cause’’ prior to the end of the term, Mr. Skinner will also receive a target bonus for fiscal year 2016. Mr. Skinner is subject to provisions
regarding non-disparagement of us and our business, non-competition and non-solicitation of employees, customers and suppliers, in each case, for 18
months following the termination of his employment for any reason, and to provisions regarding confidential information.
For purposes of Mr. Skinner’s employment agreement, ‘‘cause’’ is generally defined as one or more of the following: (i) Mr. Skinner’s willful and
material failure to substantially perform his duties, or any other material breach by Mr. Skinner of
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