Neiman Marcus 2008 Annual Report Download - page 221

(s) "Work Product" means all ideas, works of authorship, inventions and other creations, whether or not
patentable, copyrightable, or subject to other intellectual-property protection, that are made, conceived, developed or worked on in
whole or in part by the Executive while employed by NMG and/or any of its Affiliates, that relate in any manner whatsoever to the
business, existing or proposed, of NMG and/or any of its Affiliates, or any other business or research or development effort in which
NMG and/or any of its Affiliates engages during the Executive's employment. Work Product includes any material previously
conceived, made, developed or worked on during the Executive's employment with NMG prior to the Effective Date.
2. Employment; Prior Agreements. NMG agrees to continue to employ the Executive, and the Executive
agrees to continue to be employed, for the period set forth in Paragraph 3, in the position and with the duties and responsibilities set
forth in Paragraph 4, and upon the other terms and conditions set out in this Agreement. The employment agreement entered into
between the Executive and NMG, dated August 3, 2003, is hereby terminated and replaced in its entirety by this Agreement without
further right or obligation thereunder on the part of either party thereto (other than to pay or provide the Executive any unpaid
compensation thereunder). The Change of Control Agreement is expressly assumed hereby as contemplated in Paragraph 10 and the
"Good Reason" definition in Schedule A thereof, and shall remain in effect until the second anniversary of the Effective Date,
provided, however, that Executive and NMG hereby agree that the Change of Control Agreement is hereby amended to (a) delete
Paragraph 3(g) thereof in its entirety, (b) provide that Paragraph 16 of this Agreement replaces Paragraph 5 of the Change of Control
Agreement in its entirety with respect to any Payments (as defined in Paragraph 16) made in connection with a Change of Control that
occurs after the Effective Date and (c) the release attached hereto as Exhibit B shall replace the release required under the Change of
Control Agreement and such release shall be governed by Paragraph 7(j) herein.
The Executive hereby acknowledges and agrees that the foregoing assumption by NMG of the Change of Control
Agreement, and the entrance by NMG into this Agreement, is in full satisfaction of NMG's obligations under Paragraph 10 of the
Change of Control agreement to expressly, absolutely and unconditionally assume and agree to perform the Change of Control
Agreement and any other employment agreements to which the Executive and NMG are parties, and that the Executive will not have
the right to terminate his employment for "Good Reason" as defined in the Change of Control Agreement under item 5 of such
definition.
3. Term. The term of the Agreement shall commence on the Effective Date and extend until the end of the
day immediately preceding the fifth anniversary thereof (the "Employment Term"), unless sooner terminated as provided in this
Agreement. The Employment Term is divided into two periods, the "CEO Term" and the "Subsequent Term," as defined in Paragraph
4. The Executive's employment will end upon the expiration of the Employment Term, but the end of the Executive's employment in
that circumstance shall not constitute a termination of employment by either party under this Agreement or give rise to any of the
obligations of NMG that arise under this Agreement as a result of a termination of employment.
3