Neiman Marcus 2003 Annual Report Download - page 195

(1) an amount equivalent to 1.5 times his then-current annual base salary, less required withholding, which amount would be
paid over an 18-month period (hereinafter, the "Salary Continuance Period") in regular, bi-weekly installments following
such termination; and
(2) if, at the time of his termination, Executive participates in a group medical insurance plan offered by Bergdorf and
Executive is eligible for and elects to receive continued coverage under such plan in accordance with the Consolidated I
Omnibus Budget Reconciliation Act of 1985 ("COBRA") or any successor law, Bergdorf will reimburse Executive during the
Salary Continuance Period or, if shorter, the period of such actual COBRA continuation coverage, for the total amount of the
monthly COBRA medical insurance premiums actually paid by Executive for such continued medical insurance benefits.
For the purposes of determining whether or not Bergdorf has terminated Executive's employment under this paragraph l(a), any
material, adverse change in the terms and conditions of his employment, including but not limited to a relocation of Executive's place
of business 50 miles or more from the current location, which change causes Executive to resign his employment with Bergdorf, will
be deemed a termination by Bergdorf. A transfer of employment between Bergdorf and NMG or any Affiliate of NMG shall not be
considered as a termination of employment for purposes of this Agreement.
(b) Bergdorf shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all the business and/or assets of Bergdorf, by agreement in writing in form and substance reasonably
satisfactory to Executive, expressly, absolutely, and unconditionally to assume and agree to perform this Agreement in the same
manner and to the same extent that Bergdorf would be required to perform it if no such succession or assignment had taken place. If
Bergdorf fails to obtain such agreement by the effective time of any such succession or assignment, such failure shall be considered a
material, adverse change in the terms and conditions of Executive's employment and will be deemed a termination by Bergdorf for
purposes of paragraph l(a) of this Agreement if such failure causes Executive to resign his employment with Bergdorf; provided that
the Termination Benefits to which Executive would be entitled after such resignation pursuant to paragraph l(a) of this Agreement
shall be the sole remedy of Executive for any failure by Bergdorf to obtain such agreement. As used in this Agreement, "Bergdorf'
shall include any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all the business and/or assets of Bergdorf that executes and delivers the agreement provided for in this paragraph 1 (b) or
that otherwise becomes obligated under this Agreement by operation of law.
It is the expectation of the parties that any successor or assignee (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to an or substantially all the business and/or assets of NMG, if such assets continue to include a
controlling interest in the stock of Bergdorf as of the time of such succession or assignment, shall by agreement in writing, in form and
substance reasonably satisfactory to Executive, expressly, absolutely, and unconditionally agree to cause Bergdorf to honor and agree
to perform this Agreement following such succession or assignment. If such agreement has not been executed and delivered by the
effective time of any such succession or assignment, such failure shall be considered a material, adverse change in the terms and
conditions of Executive's employment and will be deemed a termination by Bergdorf for purposes of paragraph l(a) of this Agreement
if such failure causes Executive to resign his employment with Bergdorf; provided that the Termination Benefits to which Executive
would be entitled after such resignation pursuant to paragraph l(a) of this Agreement shall be the sole remedy of Executive if no such
agreement has been executed and delivered as of the effective time of such succession or assignment. As used in this Agreement,
"NMG" shall include any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all the business and/or assets of NMG that executes and delivers the agreement provided for in this paragraph or that
otherwise becomes obligated under II this Agreement by operation of law.