Exhibit 10.54


 


AMENDMENT NO. 2 TO


THE AMENDED AND RESTATED


NEIMAN MARCUS GROUP, INC. DEFINED CONTRIBUTION


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(Effective as of January 1, 2008)


 


Pursuant
to the provisions of Article VIII thereof, The Amended and Restated Neiman
Marcus Group, Inc. Defined Contribution Supplemental Executive Retirement
Plan (Effective as of January 1, 2008) (the “Plan”) is hereby amended in
the following respects only:


 


FIRST:  Section 2-19(a)(2)(E) of the Plan
is hereby amended by restatement in its entirety to read as follows:


 


(E)           either:


 


(i)  had in effect on August 1 of the
preceding calendar year (or, if later, on the Employee’s date of hire) a rate
of Base Pay of at least 80% of the Compensation Limitation applicable to such
preceding calendar year, or


 


(ii) was an Eligible Employee who was a
Participant in this Plan on July 31, 2010, or was actively participating
in the DB SERP as a “Grandfathered Rule of 65 Employee” (as that term is
defined therein) on July 31, 2010 and ceased accruing additional benefits
under the DB SERP immediately after July 31, 2010.


 


SECOND:  Section 4-1 of the Plan is hereby
amended by restatement in its entirety to read as follows:


 


Section 4-1            Defined Contributions.


 


(a)           Non-Transitional
Defined Contributions.  Effective as
of the Effective Date, the Company shall make a Non-Transitional Defined
Contribution to the Plan on behalf of each Eligible Employee periodically
throughout the Plan Year.  The aggregate
amount of such Non-Transitional Defined Contributions credited on behalf of
each Eligible Employee during each Plan Year will be equal to the product of:


 


(1)           that
portion of such Eligible Employee’s Eligible Compensation for the Plan Year
that exceeds the Compensation Limitation, and


 


(2)           ten
and one-half percent (10.5%);


 


provided,
however, that with respect to those Participants who were actively
participating in the DB SERP as of July 31, 2010 and first became
Participants in this Plan as of August 1, 2010, the aggregate amount of
Non-Transitional Defined Contributions for the 2010 Plan Year shall be equal to
the product of:


 


(1)           that
amount of such Eligible Employee’s Eligible Compensation paid during the entire
2010 Plan Year that exceeds the Compensation Limitation (with the portion of
the 2010 Eligible Compensation paid after reaching the


 


1

















 


Compensation
Limitation in 2010 to be referred to as “2010 Excess Compensation”) minus
any such 2010 Excess Compensation paid prior to August 1, 2010, and


 


(2) ten and one-half percent (10.5%).


 


(b)           Transitional
Defined Contributions.


 


(1)           In
addition to amounts credited to Eligible Employees under Section 4-1(a) above,
effective as of the Effective Date, the Company shall periodically make
Transitional Defined Contributions during the Plan Year on behalf of each
Eligible Employee who:


 


(A)          was
eligible under the DB SERP as of December 31, 2007 but ceased to be
eligible to actively participate in the DB SERP prior to July 31, 2010,
and


 


(B)           has
neither attained, nor will attain, age sixty-six (66) during the Plan Year to
which the Transitional Defined Contribution would otherwise relate if credited
to such Eligible Employee’s Defined Contribution Account.


 


(2)           The
aggregate amount of such Transitional Defined Contributions for the Plan Year
for each Eligible Employee who has satisfied the eligibility criteria reflected
in Section 4-1(b)(1) above, shall be equal to the product of:


 


(A)          that
portion of such Eligible Employee’s Eligible Compensation for the Plan Year that
exceeds the Compensation Limitation, and


 


(B)           the
applicable percentage that corresponds with the highest age attained by the
Eligible Participant during the Plan Year to which the Transitional Defined
Contribution relates, according to the schedule set forth below:


 


	
  Eligible Employee’s

  	
   

  	
   

  	
   

  
	
  Highest Age During

  	
   

  	
  Applicable Percentage of

  	
   

  
	
  Applicable Plan Year

  	
   

  	
  Eligible Compensation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30-39

  	
   

  	
  3

  	
  %

  
	
  40-49

  	
   

  	
  4

  	
  %

  
	
  50-59

  	
   

  	
  5

  	
  %

  
	
  60-65

  	
   

  	
  6

  	
  %

  
	
  66 and Older

  	
   

  	
  0

  	
  %

  



 


(3)           In
addition to the Transitional Defined Contributions made pursuant to the
preceding provisions of this Section 4-1(b), effective as of
August 1, 2010, the Company shall periodically make Transitional Defined
Contributions during the Plan Year on behalf of each Eligible Employee who:


 


2

















 


(A)          was
actively participating in the DB SERP as a “Grandfathered Rule of 65
Employee” (as that term is defined therein) on July 31, 2010 but ceased to
be eligible to continue to accrue a benefit in the DB SERP effective August 1,
2010, and


 


(B)           has
neither attained, nor will attain, age sixty-six (66) during the Plan Year to
which the Transitional Defined Contribution would otherwise relate if credited
to such Eligible Employee’s Defined Contribution Account.


 


The
amount of the Transitional Defined Contributions for each Participant eligible
pursuant to this Section 4-1(b)(3) shall be the same amount as
prescribed by the provisions of Section 4-1(b)(2) except that the
aggregate amount of Transitional Defined Contributions for the 2010 Plan Year
shall be equal to the product of:


 


(A)          that
amount of such Eligible Employee’s Eligible Compensation paid during the entire
2010 Plan Year that exceeds the Compensation Limitation (with the portion of
the 2010 Eligible Compensation paid after reaching the Compensation Limitation
in 2010 to be referred to as “2010 Excess Compensation”) minus any such
2010 Excess Compensation paid prior to August 1, 2010, and


 


(B)           the
applicable percentage that corresponds with the highest age attained by the
Eligible Participant during the Plan Year to which the Transitional Defined
Contribution relates, according to the schedule set forth above in Section 4-1(b)(2)(B).


 


(c)           Timing of Defined
Contributions.  Any Defined
Contribution made under this Section 4-1 will be credited to the Employee’s
Defined Contribution Account no later than as soon as administratively
practicable following the close of the Plan Year to which such Defined
Contribution relates.


 


IN
WITNESS WHEREOF, this Amendment has been executed this 17th day of July, 2010 to be effective as of August 1,
2010.


 


 


	
   

  	
   

  	
  THE
  NEIMAN MARCUS GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott M. Seale

  
	
   

  	
  Title:

  	
  VP
  – Benefits

  



 


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