Neiman Marcus 2008 Annual Report Download - page 231

obligations provided in the Change of Control Agreement and shall be in lieu of any severance payments or benefits that may
otherwise be payable pursuant to Paragraph 7 of this Agreement.
(h) No Mitigation. The Executive will not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise, nor will the amount of any payment provided for under this Agreement be
reduced by any profits, income, earnings, or other benefits received by the Executive from any source other than NMG or its
successor.
(i) Offset. The Executive agrees that NMG may set off against, and he authorizes NMG to deduct from, any
payments due to the Executive, or to his heirs, legal representatives, or successors, as a result of the termination of the Executive's
employment (other than pursuant to the Change of Control Agreement) any specified amounts which the Board determines in good
faith are due and owing to NMG by the Executive, whether arising under this Agreement or otherwise.
(j) Mutual Release. Following receipt of the Executive's signed mutual release pursuant to this Agreement or
the Change in Control Agreement (as modified by this Agreement), NMG and Parent shall have ten (10) days from the date such
release becomes irrevocable to execute the release and deliver a copy to the Executive. If NMG or Parent fail to execute such release
within the time frame established by the preceding sentence, the release shall be null and void and the Executive shall be entitled to
receive any benefits under this Agreement or the Change in Control Agreement, as applicable, as he would otherwise be entitled to
receive had the mutual release been fully executed.
8. Confidential Information.
(a) The Executive acknowledges and agrees that (i) NMG is engaged in a highly competitive business;
(ii) NMG has expended considerable time and resources to develop goodwill with its customers, vendors, and others, and to create,
protect, and exploit Confidential Information; (iii) NMG must continue to prevent the dilution of its goodwill and unauthorized use or
disclosure of its Confidential Information to avoid irreparable harm to its legitimate business interests; (iv) in the luxury specialty
retail business, his participation in or direction of NMG's day-to-day operations and strategic planning are an integral part of NMG's
continued success and goodwill; (v) given his position and responsibilities, he necessarily will be creating Confidential Information
that belongs to NMG and enhances NMG's goodwill, and in carrying out his responsibilities he in turn will be relying on NMG's
goodwill and the disclosure by NMG to him of Confidential Information; (vi) he will have access to Confidential Information that
could be used by any Competitor of NMG in a manner that would irreparably harm NMG's competitive position in the marketplace
and dilute its goodwill; and (vii) he necessarily would use or disclose Confidential Information if he were to engage in competition
with NMG.
(b) NMG acknowledges and agrees that the Executive must have and continue to have throughout his
employment the benefits and use of its and its Affiliates' goodwill and Confidential Information in order to properly carry out his
responsibilities. NMG accordingly promises upon execution and delivery of this Agreement to provide the Executive immediate
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