Neiman Marcus 2008 Annual Report Download - page 228

(f) Notice of Termination. Any termination of the Executive's employment by NMG or by the Executive
(other than a termination pursuant to Paragraph 6(a)) shall be communicated by a Notice of Termination. A "Notice of Termination"
is a written notice that must (i) indicate the specific termination provision in this Agreement relied upon; (ii) in the case of a
termination for Inability to Perform, Cause, or Good Reason, set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the provision invoked, including the particular act or acts or
failure(s) to act that is or are the basis of any termination for Cause or Good Reason; and (iii) if the termination is by the Executive
under Paragraph 6(e), or by NMG for any reason, specify the Employment Termination Date. The failure by NMG to set forth in the
Notice of Termination any fact or circumstance that contributes to a showing of Cause shall not waive any right of NMG or preclude
NMG from asserting such fact or circumstance in enforcing NMG's rights.
(g) Employment Termination Date. The Employment Termination Date shall be as follows: (i) if the
Executive's employment is terminated by his death, the date of his death; (ii) if the Executive's employment is terminated by NMG
because of his Inability to Perform or for Cause, the date specified in the Notice of Termination, which date shall be no earlier than the
date such notice is given; (iii) if the Executive's employment is terminated by the Executive for Good Reason, the date on which the
Notice of Termination is given; or (iv) if the termination is under Paragraph 6(e), the date specified in the Notice of Termination,
which date shall be no earlier than three months after the date such notice is given if such Notice of Termination is given by the
Executive.
(h) Resignation. In the event of termination of the Executive's employment (for any reason other than the
death of the Executive), the Executive agrees that if at such time he is a member of the Board or is an officer of NMG or a director or
officer of any of its Affiliates, he shall be deemed to have resigned from such position(s) effective on the Employment Termination
Date.
7. Compensation Upon Termination of Employment.
(a) Death. If the Executive's employment is terminated by reason of the Executive's death, NMG shall pay to
the Executive's estate (i) any unpaid portion of the Executive's Base Salary through the Employment Termination Date and any bonus
payable for preceding fiscal year that has otherwise not already been paid (together, the "Compensation Payment"), (ii) any accrued
but unused vacation days (the "Vacation Payment"), (iii) any reimbursement for business travel and other expenses to which the
Executive is entitled (the "Reimbursement"), and (iv) 85% of the Base Salary in effect immediately prior to the Employment
Termination Date, multiplied by a fraction, the numerator of which is the number of days during the fiscal year up to and including the
Employment Termination Date and the denominator of which is 365 (the "Prorated Bonus"). This Paragraph 7(a) does not limit the
entitlement of the Executive's estate or beneficiaries to any death or other vested benefits to which the Executive may be entitled under
any life insurance, stock ownership, stock options, or other benefit plan or policy that is maintained by NMG for the Executive's
benefit, including any amounts Executive is entitled to pursuant to Paragraph 5(c).
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