Exhibit 10.55


 


AMENDMENT NO. 1 TO


THE NEIMAN MARCUS GROUP, INC.


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(Amended and Restated Effective January 1, 2009)


 


Pursuant
to Section 6.1 of The Neiman Marcus Group, Inc. Supplemental
Executive Retirement Plan (Amended and Restated Effective January 1, 2009)
(the “Plan”), the Plan is hereby amended in the following respect only:


 


FIRST:  Section 2.4 of the Plan is hereby
amended by restatement in its entirety to read as follows:


 


2.4           Cessation of Accruals.


 


(a)           Participation
After December 31, 2007.  A
Participant who is a Grandfathered Rule of 65 Employee as of December 31,
2007 shall continue to be a Participant under the Plan thereafter, subject to
and in accordance with the terms of the Plan; provided, however, that if a
Grandfathered Rule of 65 Employee has a Termination of Employment after December 31,
2007, such employee shall not be treated as a Grandfathered Rule of 65
Employee upon any later reemployment by a Participating Employer.  Any provision of the Plan to the contrary
notwithstanding, no individual shall become an Eligible Employee on or after January 1,
2008 who was not an Eligible Employee on December 31, 2007 and, thus,
there shall be no new Participants in the Plan on and after such date, and a
Participant who is not a Grandfathered Rule of 65 Employee shall remain a
Participant in the Plan after December 31, 2007 as long as he or she is
entitled to receive a benefit under the Plan, but no additional benefit shall
accrue for any Participant who is not a Grandfathered Rule of 65 Employee
under the Plan after December 31, 2007, subject to the following:


 


(i)  the amount of benefit payable under the
Plan after December 31, 2007 with respect to a Participant who is an
Eligible Employee as of such date but who is not a Grandfathered Rule of
65 Employee shall be determined as if such Participant had a Termination of
Employment effective as of December 31, 2007, provided, however, that any
such Participant shall not be treated as having a Termination of Employment for
purposes of determining whether he or she has attained Normal Retirement Age
until his or her actual Termination of Employment and benefit payments shall
not commence to any such Participant until payments would otherwise commence to
such Participant under the terms of the Plan; and


 


(ii)  a Participant who is not a Grandfathered Rule of
65 Employee shall continue to be entitled to credit for Service after December 31,
2007 for purposes of determining whether such Participant has attained the
required years of Service to vest in a benefit or to commence receiving a
benefit prior to Normal Retirement Date, but not for purposes of the
calculation of the amount of such benefit.


 

















 


(b)           Participation
After July 31, 2010.  Any
provision of the Plan to the contrary notwithstanding, an individual who is a
Participant in the Plan as of July 31, 2010 shall remain a Participant in
the Plan after such date as long as he or she is entitled to receive a benefit
under the Plan, but no additional benefit shall accrue for any Participant
under the Plan after the Freeze Date, subject to the following:


 


(i)  the amount of benefit payable under the
Plan after the Freeze Date with respect to any Participant shall be determined
as if such Participant had a Termination of Employment effective as of the
Freeze Date, provided, however, that any such Participant shall not be treated
as having a Termination of Employment for purposes of determining whether he or
she has attained Normal Retirement Age until his or her actual Termination of
Employment and benefit payments shall not commence to any such Participant
until payments would otherwise commence to such Participant under the terms of
the Plan;


 


(ii)  a Participant shall continue to be
entitled to credit for Service after the Freeze Date for purposes of
determining whether such Participant has attained the required years of Service
to vest in a benefit or to commence receiving a benefit prior to Normal
Retirement Date, but not for purposes of the calculation of the amount of such
benefit;


 


(iii)  with respect to a Participant who is a
Grandfathered Rule of 65 Employee as of July 31, 2010 who has not
incurred a Termination of Employment during the period beginning December 31,
2007 and ending July 31, 2010, the denominator of the fraction referenced
in Section 4.3(a), if applicable to such Participant, shall be 25; and


 


(iv)  the “Freeze Date” shall mean July 31,
2010, except with respect to a Participant who is Grandfathered Rule of 65
Employee as of July 31, 2010 and who is a party to an employment agreement
with the Company in effect as of such date that expressly provides for
participation in the Plan, in which case the “Freeze Date” shall be the earlier
of December 31, 2010 or the date on which the Participant incurs a Termination
of Employment.


 


IN
WITNESS WHEREOF, this Amendment has been executed this 17th day of July, 2010 to be effective as of July 31,
2010.


 


 


	
   

  	
   

  	
  THE
  NEIMAN MARCUS GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott M. Seale

  
	
   

  	
  Title:

  	
  VP
  – Benefits