Neiman Marcus 2006 Annual Report Download - page 67

Matching Gift Program
All employees, including the named executive officers, may participate in our matching gift program. Under the program,
we will match charitable contributions by employees up to a maximum of $2,000 per qualifying organization on a two-for-one basis in
each calendar year. For any contribution made to a qualifying organization in which the employee has an active involvement (as
evidenced by service on the organization's governing body or in one of its working committees), the basis of our matching
contribution may, upon application by the employee, be increased to a level greater than two-for-one.
Perquisites
The Company provides perquisites and other personal benefits that it believes are reasonable and consistent with the nature of
the individual's responsibilities in order to provide a competitive level of total compensation to our executives. We believe the level
of perquisites is within an acceptable range of what is offered by a group of industry related companies. The Compensation
Committee believes that these benefits are aligned with the Company's desire to attract and retain superior management talent for the
benefit of all stockholders. The value of these benefits to the named executive officers is set forth in the Summary Compensation
Table under the column "All Other Compensation" and detail about each element is set forth in a table following the Summary
Compensation Table.
Compensation Following Employment Termination or Change in Control
-- Employment Agreements
Except for Mr. Tansky and Ms. Katz, none of our executives has an employment agreement. The Company and the
Compensation Committee believe that the employment agreements with Mr. Tansky and Ms. Katz are an important component in
retaining these key executives. The employment agreements were entered into in conjunction with the consummation of the
Transactions, with Mr. Tansky's agreement replacing a prior employment agreement that he had with the Company. The
Compensation Committee considered the importance of the continuity of senior leadership following the consummation of the
Transactions to be a compelling reason to enter into the employment agreements. The employment agreements provide, among other
things, for payments to the executive following a termination of employment with the Company by the executive for "good reason" or
the termination of employment by the Company without "cause." The triggering events constituting "good reason" and "cause" were
negotiated to provide protection to the Company and to the executive for unwarranted terminations of employment that could cause
harm to the Company. The employment agreements also provide for certain payments to the executives upon death or disability.
Both Mr. Tansky and Ms. Katz are also parties to change in control agreements described below. The employment agreements
provide that payments to Mr. Tansky or Ms. Katz, as the case may be, under their change of control agreement, which shall terminate
on October 6, 2007, are in lieu of any severance provided for in their employment agreement. For a detailed description of the terms
of these employment agreements, see "Employment and Other Compensation Agreements" on page 70 of this section.
-- Change in Control Agreements
In recognition of the degree of consolidation within the retail industry and to enable our executives to focus their efforts on
the Company's long term goals, the Company and the Compensation Committee believe that maintaining change in control
agreements with our key executives is a sound business decision that protects shareholder value both prior to and after a change in
control. Accordingly, each of the named executive officers is a party to a change of control termination protection agreement. In
order to receive the lump sum benefit under these agreements, the executive's employment must be terminated either by the Company
without "cause" or by the executive for "good reason" within two years following, or in some cases before (an "anticipatory
termination"), a change in control. The change of control termination protection agreements for each of the named executive officers
will terminate on October 6, 2007. For a detailed description of the terms of these change of control termination protection
agreements, see "Change of Control Agreements" on page 72 of this section.
In addition to the change of control termination protection agreements, each of the named executive officers (and certain
other officers except for Mr. Tansky and Ms. Katz) is a party to a confidentiality, non-competition and termination benefits agreement
with the Company. The confidentiality, non-competition and termination benefits agreements provide for severance benefits once the
change of control termination protection agreements expire if the employment of the affected individual is terminated other than for
death, disability, or for cause. These agreements provide for a severance payment equal to one and one-half annual base salary of the
named executive officer, payable over an eighteen month period, and reimbursement for COBRA premiums for the same period.
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