Neiman Marcus 2010 Annual Report Download - page 162

that such restrictions are designed to enforce Executive's promises and undertakings set forth in this paragraph 3 and his/her common-
law obligations and duties owed to NMG; that the restrictions are reasonable and necessary, are valid and enforceable under Texas
law, and do not impose a greater restraint than necessary to protect NMG's goodwill, Confidential Information, and other legitimate
business interests; that he/she will immediately notify NMG in writing should he/she believe or be advised that the restrictions are not
valid or enforceable under Texas law or the law of any other state that he/she contends or is advised is applicable; and that absent the
promises and representations made by Executive in paragraphs 2 and 3 of this Agreement, NMG would require him to return any
Confidential Information in his/her possession, would not provide Executive with new and additional Confidential Information, would
not authorize Executive to engage in activities that will create new and additional Confidential Information, and would not enter or
have entered into this Agreement.
4. The Termination Benefits constitute all of NMG's obligations to Executive with respect to the end of Executive's
employment with NMG. However, nothing in this Agreement is intended to limit any earned, vested benefits (other than any
entitlement to severance or separation pay, if any) that Executive may have under the applicable provisions of any benefit plan of
NMG in which Executive is participating at the time of his termination of employment or resignation.
5. Executive acknowledges and agrees that NMG would not have an adequate remedy at law and would be irreparably
harmed in the event that any of the provisions of paragraphs 2 or 3 of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, Executive agrees that NMG shall be entitled to equitable relief, including
preliminary and permanent injunctions and specific performance, in the event Executive breaches or threatens to breach any of the
provisions of such paragraphs, without the necessity of posting any bond or proving special damages or irreparable injury. Such
remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of this Agreement by Executive, but shall
be in addition to all other remedies available to NMG at law or equity. Executive acknowledges and agrees that NMG shall be entitled
to recover its attorneys' fees, expenses, and court costs, in addition to any other remedies to which it may be entitled, in the event he/
she breaches this Agreement. Executive acknowledges and agrees that no breach by NMG of this Agreement or failure to enforce or
insist on its rights under this Agreement shall constitute a waiver or abandonment of any such rights or defense to enforcement of such
rights.
6. If the provisions of paragraphs 2 or 3 of this Agreement are ever deemed by a court to exceed the limitations permitted by
applicable law, Executive and NMG agree that such provisions shall be, and are, automatically reformed to the maximum limitations
permitted by such law.
7. This Agreement contains the entire agreement between the parties and supersedes all prior agreements and
understandings, oral or written, with respect to the ending of Executive's at-will employment and the subject matter of this
Agreement. This Agreement may not be changed orally. It may be changed only by written agreement signed by the party against
whom any waiver, change, amendment, modification or discharge is sought to be enforced. This Agreement is to be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement shall be
determined by a court to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, shall
remain in full force and effect, and shall be enforceable to the fullest extent permitted by applicable law.
8. The validity, performance and enforceability of this Agreement shall be determined and governed by the laws of the State
of Texas, without regard to its conflict of laws principles. NMG and Executive agree that the exclusive forum for any action
concerning this Agreement shall be in a court of competent jurisdiction in Dallas County, Texas, with respect to a state court, or the
Dallas Division of the United States District Court for the Northern District of Texas, with respect to a federal court. EXECUTIVE
HEREBY CONSENTS TO THE EXERCISE OF JURISDICTION OF A COURT IN
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