Neiman Marcus 2008 Annual Report Download - page 219

Exhibit 10.1
Execution Copy
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), effective as of the Effective Date, is by and among The Neiman
Marcus Group, Inc., a Delaware corporation ("NMG"), Newton Acquisition Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), Newton Acquisition, Inc., a Delaware corporation ("Parent") and Burton M. Tansky (the "Executive").
1. Definitions. As used in this Agreement, the following terms have the following meanings:
(a) "Affiliate" means, with respect to any entity, any other corporation, organization, association, partnership,
sole proprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or controlled by or
under direct or indirect common control with such entity.
(b) "Board" means the Board of Directors of NMG.
(c) "Cause" shall have the meaning set forth in the Change of Control Agreement.
(d) "Change of Control" shall have the meaning set forth in the Stockholders' Plan. For purposes of
clarification, the closing of the transactions contemplated by the Merger Agreement will not constitute a "Change of Control" for any
purpose under this Agreement.
(e) "Change of Control Agreement" means the Change of Control Termination Protection Agreement by and
between NMG and Executive, dated as of April 1, 2005.
(f) "Change of Control Resignation" means a resignation by the Executive for any reason (other than Good
Reason) during the thirty-day period following the six-month anniversary of a Change of Control.
(g) "Competitor" means (i) any person or entity (other than NMG or an Affiliate of NMG) that owns or
operates a luxury specialty retail store; (ii) Saks Incorporated, Nordstrom, Inc., Barneys New York, Inc., or, if those corporate names
are not correct, the businesses commonly referred to as "Saks," "Nordstrom's," and "Barneys"; and (iii) the successors to and assigns
of the persons or entities described in (ii).
(h) "Confidential Information" means, without limitation, all documents or information, in whatever form or
medium, concerning or evidencing sales; costs; pricing; strategies; forecasts and long range plans; financial and tax information;
personnel information; business, marketing and operational projections, plans and opportunities; and customer, vendor, and supplier
information; but excluding any such information that is or becomes generally available to the public other than as a result of any
breach of this Agreement or other unauthorized disclosure by the Executive.
(i) "Effective Date" means the Closing Date, as such term is defined in the Merger Agreement.