Neiman Marcus 2008 Annual Report Download - page 240

effect. The determination of the arbitrator shall be made within thirty days following the close of the hearing on any dispute or
controversy and shall be final and binding on the parties. Judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction.
22. Costs of Proceedings. The Company shall pay all costs and expenses of the Company and, at least
monthly, of the Executive (including legal fees) in connection with any arbitration relating to the interpretation or enforcement of any
provision of this Agreement, whether or not the Executive instituted the proceeding and whether or not the Executive prevails;
provided that if the Executive instituted the proceeding and the arbitrator or other individual presiding over the proceeding
affirmatively finds that the Executive instituted the proceeding in bad faith, the Executive shall reimburse the Company for all costs
and expenses of the Executive previously paid by the Company pursuant to this Paragraph 22.
23. Section 409A Savings Clause. Notwithstanding anything to the contrary contained herein, in the event that
NMG receives advice of counsel selected by NMG and reasonably acceptable to the Executive, that payments under this Agreement
are subject to Section 409A of the Code (or the Executive makes such determination and informs NMG of such determination):
(i) any payments in the nature of severance under this Agreement that would be treated as non-qualified deferred compensation under
409A shall not commence until six months after the Executive's Date of Termination (or, if earlier, the date Executive dies) if required
under Section 409A of the Code; and (ii) after consultation with the Executive and counsel, NMG may amend the Agreement to make
such other changes it reasonably determines are required to comply with Section 409A of the Code in a manner that preserves the
economics to the Executive to the extent reasonable practicable. The Executive hereby stipulates that Cleary Gottlieb Steen and
Hamilton LLP is acceptable counsel for purposes of this Paragraph 23
24. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Texas, without regard to conflicts of laws principles thereof.
25. Entire Agreement. This Agreement and the Change of Control Agreement contain the entire agreement
between the parties concerning the subject matter hereof and supersede all prior agreements and understandings, written and oral,
between the parties with respect to the subject matter of this Agreement and the Change of Control Agreement.
26. Modification; Waiver. No person, other than pursuant to a resolution duly adopted by the members of the
Board, shall have authority on behalf of NMG to agree to modify, amend, or waive any provision of this Agreement. Further, this
Agreement may not be changed orally, but only by a written agreement signed by the party against whom any waiver, change,
amendment, modification or discharge is sought to be enforced. Each party to this Agreement acknowledges and agrees that no
breach of this Agreement by the other party or failure to enforce or insist on its or his rights under this Agreement shall constitute a
waiver or abandonment of any such rights or defense to enforcement of such rights.
27. Construction. This Agreement is to be construed as a whole, according to its fair meaning, and not strictly
for or against any of the parties.
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