Neiman Marcus 2008 Annual Report Download - page 628

average of the two closest valuations provided by the investment bankers; provided, however, if the median valuation is within plus or
minus twenty (20) percent of the mean of the three valuations, the Fair Market Value shall be the mean. NMG may in its sole
discretion select any purchaser to purchase the Non-Store Accounts, provided that the Bank shall receive an amount equal to the
purchase price as determined above.
17.4 Dedicated Program Personnel. Upon termination or expiration of the Program for any reason and until the date that is
ninety (90) days after Bank ceases to provide any services hereunder, NMG shall have the right to offer employment to employees and
independent contractors of Bank and any of Bank's Affiliates that perform all or substantially all of their work for Bank or its
Affiliates in connection with the Program.
17.5 Rights of Bank if Purchase Option Not Exercised.
(a) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their
option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG
Companies shall have no further rights whatsoever in the Program Assets. In such event, Bank shall have the right in its sole discretion
on or after the expiration or termination of this Agreement to:
(i) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG Licensed Marks or
any other trademarks or source indicators confusingly similar thereto) with such characteristics as Bank considers appropriate (the cost
of card re-design and re-issue being borne by Bank); provided that the replacement or substitute Credit Card shall not be issued in
cooperation with any retailer; provided, further, that the NMG Companies shall be permitted to add an enclosure to the last two
(2) Billing Statements to the effect that the Program has been terminated;
(ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the Accounts and require
repayment of all amounts outstanding on all Accounts until all associated receivables have been repaid;
(iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of NMG and its
Affiliates selected by Bank at a price agreed between Bank and the purchaser; or
(iv) any combination of (i), (ii) and (iii).
(b) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use or disclose the
Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer.
(c) If this Agreement expires or is terminated and the NMG Companies give written notice that they shall not exercise their
option referred to in Section 17.2 or otherwise fail to exercise their option within the time period specified in Section 17.2, the NMG
Companies shall provide reasonable assistance in connection with the conversion of any Program Assets resident on NMG Systems to
the Bank Systems, including provision of interim services in accordance with the provisions of this Agreement until such conversion
occurs, which shall not be later than
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