Neiman Marcus 2008 Annual Report Download - page 238

amount. NMG's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would
be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.
(iv) If, after the receipt by the Executive of an amount paid or advanced by NMG pursuant to this
Paragraph 16(b), the Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, the
Executive shall (subject to NMG's complying with the requirements of Paragraph 16(b)) promptly pay to NMG the
amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto).
If, after the receipt by the Executive of an amount advanced by NMG pursuant to Paragraph 16(b), a determination
is made that the Executive shall not be entitled to any refund with respect to such claim and NMG does not notify
the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such
determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid.
17. Notices. All notices, requests, demands, and other communications required or permitted to be given or
made by either party shall be in writing and shall be deemed to have been duly given or made (a) when delivered personally, or
(b) when deposited in the United States mail, first class registered or certified mail, postage prepaid, return receipt requested, to the
party for which intended at the following addresses (or at such other addresses as shall be specified by the parties by like notice,
except that notices of change of address shall be effective only upon receipt):
if to NMG, at:
The Neiman Marcus Group, Inc.
Attn: General Counsel
1618 Main Street
Dallas, TX 75201
with a copy to:
Cleary Gottlieb Steen & Hamilton LLP
Attn: Robert J. Raymond
One Liberty Plaza
New York, NY 10006
If to the Executive, at the Executive's then-current home address on file with NMG, with a copy to:
Morgan Lewis & Bockius LLP
Attn: Gary Rothstein
101 Park Avenue
New York, NY 10178
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