Neiman Marcus 2008 Annual Report Download - page 220

(j) "Employment Termination Date" means the effective date of termination of the Executive's employment as
established under Paragraph 6(g).
(k) "Good Reason" means any of the following actions if taken without the Executive's prior consent: (i) any
material failure by NMG to comply with its obligations under Paragraph 5 (Compensation and Related Matters); (ii) any material
failure by NMG to comply with its obligations under Paragraph 20 (Assumption by Successor); (iii) a substantial reduction in the
Executive's responsibilities or duties except in accordance with the terms of this Agreement; (iv) any relocation of Executive's
principal place of business of 50 miles or more, other than normal travel consistent with past practice, or any requirement that
Executive engage in excessive business-related travel in a manner inconsistent with past practice in any material respect; (v) during
the Subsequent Term, the assignment by NMG of duties that are inconsistent with the Executive's role as Chairman under Paragraph
4(b); (vi) the reduction in title of the Executive as Chief Executive Officer or his reporting relationships, except in accordance with the
terms of this Agreement; or (vii) a material breach of this Agreement by NMG; provided that (iii) and (vi) shall not apply after the end
of the CEO Term.
(l) "Inability to Perform" means and shall be deemed to have occurred if the Executive has been determined
under NMG's long-term disability plan to be eligible for long-term disability benefits. In the absence of the Executive's participation
in such plan, "Inability to Perform" means that, in the Board's sole judgment, the Executive is unable to perform any of the material
duties of his regular position because of an illness or injury for (i) 80% or more of the normal working days during six consecutive
calendar months or (ii) 50% or more of the normal working days during twelve consecutive calendar months.
(m) "Initial Public Offering" shall be deemed to occur on the effective date of the first registration statement
(other than a registration on Form S-4 or S-8, or any successor form) filed to register at least 20% of the total then-outstanding equity
interests in Parent or any other entity substantially all of whose assets directly or indirectly consist of NMG common stock under the
U.S. Securities Act of 1933, as amended.
(n) "Management Equity Incentive Plan" means the NMG Management Equity Incentive Plan to be adopted by
NMG as soon as practicable after the Effective Date in a form mutually acceptable to the parties.
(o) "Merger" means the merger of Newton Acquisition Merger Sub, Inc. with and into NMG, as contemplated
by the Merger Agreement.
(p) "Merger Agreement" means the Agreement and Plan of Merger, by and among Parent, MergerSub Inc., a
Delaware corporation, and NMG, dated as of May 1, 2005.
(q) "Stockholders' Agreement" means the Management Stockholders' Agreement, dated as of October 6, 2005,
by and among Newton Acquisition, the Majority Stockholder (as defined therein) and the Management Stockholders (as defined
therein), including the Executive.
(r) "Target Bonus" means 85% of Base Salary, payable if targeted level of performance is achieved as
established under NMG's annual incentive programs.
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