Exhibit

10.25




 




SEPARATION

AGREEMENT AND GENERAL RELEASE




 




This Separation Agreement and General Release

(“Agreement”) is entered into on this 1st day of January, 2003 by

and between Gerald A. Sampson (“Mr. Sampson”) and The Neiman Marcus Group, Inc.

(“NMG”).




 




RECITALS




 




WHEREAS, Mr. Sampson and NMG entered into a Termination and Change of

Control Agreement as of October 6, 1999 (the “Prior Agreement”) to provide for

specific terms and conditions in the event Mr. Sampson’s employment is

terminated or if Mr. Sampson resigns under certain circumstances, all of which

are more particularly described in such Prior Agreement;




 




WHEREAS, Mr. Sampson and NMG desire to terminate the Prior Agreement

and replace such Prior Agreement with this Agreement in lieu thereof;




 




WHEREAS, upon full execution of this Agreement, the Prior Agreement

shall become null and void, and shall have no further force and effect; and




 




NOW, THEREFORE, in consideration of the terms and conditions set forth

herein and other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, Mr. Sampson and NMG agree as follows:




 




1.                                      Upon

full execution of this Agreement, the parties agree that this Agreement shall

supersede the Prior Agreement and the Prior Agreement shall be terminated and

have no further force or effect.  Mr.

Sampson’s employment with NMG will end as of December 31, 2002 (the

“Termination Date”).  His salary and

benefits will also cease as of the Termination Date, except as required by

federal or state law, the terms of NMG’s benefit plans, or as otherwise

provided herein.  Following the

Termination Date, Mr. Sampson will have no power or authority to incur any

debt, liability, or obligation whatsoever for or on behalf of NMG.  Following the Termination Date, Mr. Sampson

will have no right to incur any expenses for or on behalf of NMG and Mr.

Sampson will have no right to reimbursement for any expenses incurred,

thereafter, except as provided herein or as authorized in writing by the CEO of

NMG.




 




2.                                      NMG

agrees to provide the following to Mr. Sampson in consideration for his

execution of this Agreement and the performance of its terms and conditions.




 




(a)                                  NMG

will pay Mr. Sampson, or in the event of his death, to his estate, a severance

of One Million One Hundred and Seventy Four Thousand Dollars ($1,174,000.00),

in regular monthly installments on or about the first day of each month over a

twenty-four (24) month period commencing January 1, 2003.  All severance and benefits payments made to

Mr. Sampson pursuant to this Agreement shall be subject to applicable taxes,

withholding and deductions as required by law and in accordance with NMG’s

regular payroll practices.




 





























 




(b)                                 Within

thirty (30) days after the Termination Date, NMG will pay Mr. Sampson a

prorated bonus for Fiscal Year 2003 in the amount of $97,833.33, based upon the

target performance of NMG for Fiscal Year 2003 and Mr. Sampson’s actual service

during Fiscal Year 2003 from August 4, 2002 through the Termination Date.




 




(c)                                  Mr.

Sampson’s pension benefit under the Neiman Marcus Group, Inc. Supplemental

Executive Retirement Plan will be calculated using 20/13 x 9 years and 9 months

of credited service.  The amount of such

pension benefit is set forth on the Attachment 1 to this Agreement, as

calculated on November 22, 2002.




 




(d)                                 Within

thirty (30) days after Mr. Sampson’s submission of an invoice therefor, NMG

will pay for the reasonable costs up to $3,000.00 for Mr. Sampson’s 2002 income

tax preparation.




 




(e)                                  Within

thirty (30) days after Mr. Sampson’s submission of an invoice therefor, NMG

will pay the reasonable cost up to $5,000.00 for financial planning services

for the 2002 tax year.




 




(f)                                    Mr.

Sampson shall be entitled to retain a lifetime employee discount of 30%,

subject to the normal terms and conditions applicable to non-employees who

receive such a discount benefit and so long as such discounts continue to be

offered to non-employees.




 




(g)                                 Mr.

Sampson shall be entitled to continuation of medical and dental insurance

coverage in which he currently participates (or as such coverage may be changed

from time-to-time for employees generally) for 18 months or until he starts

full-time employment, whichever is sooner. 

Mr. Sampson will be responsible for paying his portion of monthly

premiums for the medical and dental insurance coverage at the same rate paid by

active employees, and Mr. Sampson authorizes NMG to deduct such amounts from

the severance payments it makes to him under Paragraph 2(a) above.




 




(h)                                 Notwithstanding

the provisions of any stock option agreement or any plan or arrangement under

which non-qualified options to purchase NMG stock have been granted to Mr.

Sampson, the vested portion of all such outstanding non-qualified stock options

as of the Termination Date shall be fully exercisable by Mr. Sampson (or his

personal representative in the event of his death or incapacity) at any time

during the twelve (12) month period following the Termination Date, and, to the

extent necessary, each such agreement, plan and arrangement is hereby amended

to provide for such extended exercise period.




 




3.                                      In

consideration of the aforementioned severance and other benefits, which Mr.

Sampson acknowledges and agrees significantly exceeds the benefits available to

him under the Prior Agreement, Mr. Sampson voluntarily, irrevocably, and

unconditionally agrees:




 




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(a)                                  As

of the close of business on the Termination Date, Mr. Sampson’s eligibility for

short term disability coverage, long term disability coverage, savings

incentive plan deductions, medical and dependent care savings account

deductions, vacation accrual, pension accrual, and job travel insurance will

permanently discontinue.  Except as

otherwise provided in this Agreement, Mr. Sampson’s eligibility for

continuation of coverage under any group medical or dental insurance plan

offered by NMG shall be governed exclusively by the Consolidated Omnibus Budget

Reconciliation Act of 1985 (“COBRA”) or any successor law.




 




(b)                                 To

release and discharge NMG from any and all claims, complaints, demands,

contracts, liabilities, actions, causes of action, promises, or rights of any

nature, whether known or unknown and whether in law or in equity, and from all

losses, damages, attorneys’ fees, and other costs arising therefrom, which he

has ever had, now has, or which he and his heirs, executors, administrators,

representatives, agents or assigns, hereafter can, shall or may have against

NMG resulting from any act or omission by or on the part of NMG committed or

omitted on or prior to the date of execution of this Agreement including, but

not limited to, those claims arising out of or in any way connected with his

employment relationship with or separation from NMG. Without limiting the

generality of the foregoing, this release includes: (i) any claim under Title

VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act,

the Americans with Disabilities Act, the Family Medical Leave Act, the Fair

Labor Standards Act, the Equal Pay Act of 1963, the Employee Retirement Income

Security Act (except for vested, accrued benefits of Mr. Sampson under any

employee benefit plan of NMG), the Civil Rights Act of 1866, the Texas

Commission on Human Rights Act, and all other federal, state and local laws;

and (ii) except for benefits and rights earned or accrued through the

Termination Date or as otherwise provided in this Agreement, any claim for

reinstatement, wages, severance pay, bonuses, sick leave, holiday pay, vacation

pay, worker’s compensation, life insurance, medical or dental benefits,

disability benefits, or any other fringe benefits.




 




(c)                                  To

return all property belonging to NMG within ten (10) days after the Termination

Date, including but not limited to, all credit cards and phone cards issued to

him, identification cards, access cards, business cards, business files,

business supplies, business stationery, books, computer or electronic

equipment, phone equipment, pagers, client lists, vendor lists, training

materials, company-owned products or samples, vendor-owned products or samples,

and any confidential information in his possession or under his control.




 




(d)                                 To

reasonably cooperate with NMG in any pending or future lawsuits in which his

testimony may be relevant.  Such

cooperation may include, but is not limited to:  preparing affidavits; making himself available to be interviewed

or prepared for deposition or trial by NMG’s in-house or outside counsel;

making himself available to be deposed; and making himself available to testify

at trial or at any other court or administrative hearing.  NMG agrees to reimburse Mr. Sampson for any

reasonable




 




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expenses that he may incur in so cooperating with NMG,

and shall compensate Mr. Sampson, if such cooperation is requested after the

period during which Mr. Sampson receives the payments under Paragraph 2(a)

hereof, at hourly rate of $282.21 for his services in connection with such

lawsuit.  The provisions of this Paragraph

3(d) shall not apply to any lawsuit in which Mr. Sampson is, consistent with

the provisions of this Agreement, in an adverse position to NMG.   “Lawsuit” in this Paragraph includes, but

is not limited to, claims asserted before any tribunal or government agency.




 




(e)                                  That

he will not at any time, either directly or indirectly, divulge, disclose or

communicate to any person, firm, or corporation in any manner any trade secret

or confidential information concerning or relating to the business of NMG,

including but not limited to, the names of or contact information for any of

its customers, the prices at which it sells its goods or services, or any other

information of, about or concerning NMG, its manner of operation, its

strategies, its practices, or its business plans.  Mr. Sampson also agrees that he will neither directly nor

indirectly contact any communications media, including but not limited to any

television, radio or newspapers, or any of NMG’s employees regarding the

circumstances of his separation from NMG. 

Mr. Sampson agrees to keep the specific terms of this Agreement

confidential and further agrees not to divulge any  such terms to any person other than to his immediate family

members, professional financial advisors, and attorneys (so long as such

person(s) agree(s) to be bound by the confidential nature of this Agreement),

except as required by court order or subpoena, or as may be necessary to

complete and file required tax returns.




 




(f)                                    Not

to make or induce others to make any negative, critical, or adverse remarks,

whether written or oral, concerning NMG or its employees, officers, directors,

operations, products, services, marketing strategies, pricing policies,

management, affairs, or financial condition, except if testifying truthfully

under oath pursuant to a lawful court order or subpoena, or if otherwise

allowed by law.  If Mr. Sampson receives

such a court order or subpoena, or is otherwise required by court order or

subpoena to provide any documents, tapes, or other information to anyone whose

interests are adverse to NMG’s, then either he or his attorney shall provide

NMG with a copy of such court order or subpoena as soon as administratively

practicable,  prior to the date of

compliance.  Also, as soon as possible

prior to the date of compliance with such a court order or subpoena, Mr.

Sampson shall notify NMG of the content of any testimony or information to be

provided pursuant to such court order or subpoena and give NMG copies of all

documents to be produced.




 




(g)                                 That

he will not at any time during the two (2) year period following the

Termination Date, whether on his own behalf or on behalf of any other person or

entity, directly or indirectly:  (i)

solicit, divert or take away from NMG the business of any NMG customer, supplier,

prospective customer, or prospective supplier; (ii) seek to induce any NMG

customer, supplier, or any other entity or person to violate any agreement with

NMG of which he is aware or assist any third party in doing so; or (iii)

recruit or otherwise




 




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seek to induce any person that he knows to be an

employee of NMG to terminate their employment with NMG or to assist any third

party in doing so.




 




(h)                                 That

he will not, at any time during the two (2) year period following the

Termination Date, associate directly or indirectly, as an employee, officer,

director, agent, partner, stockholder, owner, representative, or consultant,

with any Competitor (as hereinafter defined) of NMG, unless: (A) Mr. Sampson

has advised NMG in writing in advance of his desire to undertake such

activities and the specific nature of such activities; (B) NMG has received

written assurances (that will be designed, among other things, to protect NMG’s

goodwill, confidential information, and other important commercial interests)

from the Competitor and Mr. Sampson that are, in NMG’s sole discretion,

adequate to protect its interests; (C) NMG, in its sole discretion, has

approved in writing such association; and (D) Mr. Sampson and the Competitor

adhere to such assurances.  This

restriction extends to Mr. Sampson’s performance, whether directly or

indirectly, of the same or similar activities that Mr. Sampson has performed

for NMG or such other activities that by their nature are likely to lead to the

disclosure of confidential information. 

Nothing in this Agreement shall prohibit Mr. Sampson from accepting an

employment, or other, position with an entity which provides consulting

services for entities within the retail industry; provided that, in fulfilling

such position, Mr. Sampson does not violate the provisions in Paragraph 3(e) or

3(g) hereof or provide such consulting services to a Competitor.  Mr. Sampson will not be deemed to have

violated this Paragraph 3(h) solely as a result of Mr. Sampson’s investment in

stock or other securities of a Competitor listed on a national securities

exchange or actively traded in the over-the-counter market if Mr. Sampson and

the members of the his immediate family do not, directly or indirectly, hold

more than a total of one percent (1%) of all such shares of stock or other

securities issued and outstanding.  For

purposes of this Agreement, a “Competitor” means: (i) Saks Incorporated,

Nordstrom, Inc., Barneys New York, Inc., BCBG, Burberry, Brioni, Giorgio

Armani, Chanel, St. John Sport, Loro Piana, Dolce & Gabbana, Yves Saint

Laurent, Ermenegildo Zegna, Escada, Ralph Lauren, Prada, Gucci, Cole Haan,

Tommy Bahama, Donna Karan, Calvin Klein, St. John, Christian Dior, Hugo Boss,

Theory, Laundry, DKNY, LVMH, Versace, or any parent, affiliate, subsidiary,

successor or assign of such person(s) or entities.  If, in the reasonable judgment of NMG, Mr. Sampson violates the

provisions of Paragraphs 3(e), 3(f), 3(g) or the preceding provisions of

Paragraph 3(h), NMG’s obligation to provide the severance specified in

Paragraph 2(a) shall end as of the date NMG so notifies Mr. Sampson in writing.




 




(i)                                     NMG

agrees to use reasonable efforts to keep the terms of this Agreement

confidential.




 




4.                                      Mr.

Sampson acknowledges and agrees that:




 




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(a)                                  He

understands that the release set forth in Paragraph 3(b) above is a general

release of all claims described therein, whether known or unknown, and that he

has had sufficient time to consider the Agreement and to consult with an

attorney about it before signing it.  He

further agrees that he is signing this Agreement knowingly and voluntarily and

acknowledges that NMG is giving him money and other things of value that he

would not otherwise be entitled to receive. 

Mr. Sampson 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 3(e), 3(f), 3(g), or 3(h) were not performed in

accordance with their specific terms or were otherwise breached.  Accordingly, Mr. Sampson agrees that NMG

shall be entitled to equitable relief, including preliminary and permanent

injunctions and specific performance, in the event Mr. Sampson 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 such

provisions by Mr. Sampson but shall be in addition to all other remedies

available to NMG at law or equity.  Mr.

Sampson acknowledges and agrees that NMG shall be entitled to recover its

reasonable attorneys’ fees, expenses, and court costs, in addition to any other

remedies to which it may be entitled, in the event he breaches such provisions.




 




(b)                                 Paragraph

3(h) is material, reasonable, and necessary, and is valid and enforceable under

Texas law.  Mr. Sampson further

acknowledges and agrees that he will immediately notify NMG in writing should

he believe or be advised that said Paragraph is not valid or enforceable under

Texas law or the law of any other state that he contends or is advised is

applicable.  Mr. Sampson further

acknowledges and agrees that NMG would not have entered into this Agreement

absent his acknowledgements and agreements hereto.




 




(c)                                  By

entering this Agreement, neither he nor NMG admit any wrongdoing, and agree

that this Agreement and the furnishing of the consideration for this Agreement

shall not be deemed or construed to be an admission of any wrongdoing or

liability of any kind.




 




(d)                                 He

has been given twenty-one (21) days to consider and to sign this Agreement, and

NMG hereby advises him to consult with or seek advice from an attorney prior to

signing it.  The signed Agreement shall

be delivered to Marita O’Dea at The Neiman Marcus Group, 1618 Main Street,

Dallas, TX 75201. If he should sign this Agreement before the end of the entire

twenty-one (21) day period, his signature shall constitute notice to NMG of his

intent to forfeit his right to consider this Agreement for the full twenty-one

(21) days.  If a signed, dated original

of this Agreement is not received by NMG by the end of the 22nd day following

his receipt of the Agreement, this Agreement shall be cancelled and void, and

neither he nor NMG shall have any rights or obligations under it.




 




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(e)                                  For

a period of up to and including seven (7) days after the date he signs this

Agreement, he may revoke his acceptance of this Agreement, and the Agreement

shall not become effective or enforceable until the end of such seven (7) day

Revocation Period.  If he decides to

revoke, he must send a signed notice of revocation to: Marita O’Dea, Senior

Vice President, The Neiman Marcus Group, Inc., 1618 Main Street, Dallas, TX

75201, on or before the end of this seven-day (7) period via hand delivery or

certified mail with return receipt. 

Upon delivery to Marita O’Dea of a timely notice of revocation, the

Agreement shall be void, and neither he nor NMG shall have any rights or

obligations under it.




 




(f)                                    By

signing this Agreement, he is releasing and waiving all claims against NMG,

including, without limitation, any rights or claims based on age discrimination

arising under the Age Discrimination in Employment Act (29 U.S.C. § 621, et

seq.). The release language in paragraph 3(b) does not apply to any rights or

claims that may arise after the date this Agreement is executed, until such

time as Mr. Sampson has subsequently renewed and ratified this Agreement after

the Termination Date as provided in Paragraph 3(i).  Upon such renewal and ratification of this Agreement, the release

in paragraph 3(b) will not apply to any rights or claims that may arise after

the date the renewal and ratification is executed.




 




5.                                      As

used in this Agreement, the term “NMG” includes The Neiman Marcus Group, Inc.,

its past and present parent, affiliate and subsidiary companies, and its and

their past and present predecessors, successors, assigns, owners, stockholders,

agents, directors, employees, attorneys, and officers, and all persons acting

by, under, or in concert with any of them. It is expressly understood and

agreed that this Agreement shall apply to, and be enforceable against, any

successor or assign of NMG regardless of the reason for such successorship or

assignment and regardless of whether such successor or assignee expressly

assumes this Agreement.




 




6.                                      Mr.

Sampson represents and warrants that he has the full power, capacity, and

authority to enter into this Agreement and has not transferred, assigned,

pledged, encumbered or in any manner conveyed all or any portion of the rights

or claims covered by this Agreement. 

Mr. Sampson agrees that anyone who succeeds to any rights he may have,

such as representatives, assigns, agents, administrators, heirs, or executors,

are bound by the release and other terms contained herein.  Mr. Sampson represents that no charges,

complaints or actions of any kind have been filed by him or on his behalf

against NMG with any federal, state or local court, or agency.  Mr. Sampson agrees to the fullest extent

permitted by law that he will not file any charge or complaint at any time

which relates in any way to his employment with or separation from NMG, except

this clause does not prohibit the filing of an EEOC charge under the Age

Discrimination in Employment Act.  Mr.

Sampson further agrees to the fullest extent permitted by law that if any court

assumes jurisdiction over any charge or complaint on his behalf against NMG, he

will not accept or share in any recovery or relief 




 




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obtained as a result of such action.  Mr. Sampson will also request such court to

withdraw the matter with prejudice.




 




7.                                      Notwithstanding

any other remedy NMG may have with respect to any breach of this Agreement by

Mr. Sampson, Mr. Sampson agrees and understands that any breach of the terms of

Paragraphs 3 and 6 of this Agreement shall constitute a material breach of this

Agreement, and, in addition to any other legal or equitable remedy available to

NMG, any such breach shall relieve NMG of any obligation to pay any of the

monies not already paid to Mr. Sampson pursuant to Paragraph 2.  If a court of competent jurisdiction makes a

final, unappealable determination that, in the scope and course of his

employment with NMG, Mr. Sampson knowingly violated federal securities laws or

other laws on behalf of NMG which result in material liability to NMG, such a

violation(s) shall constitute a material breach of this Agreement, and, in

addition to any other legal or equitable remedy available to NMG, any such

breach shall entitle NMG to recover any and all monies paid to Mr. Sampson

pursuant to Paragraph 2 from and after the effective date of this Agreement,

and relieve NMG of any obligation to pay any of the monies not yet due and

payable to Mr. Sampson pursuant to Paragraph 2. Paragraphs 3 and 6 shall

survive any expiration or early termination of this Agreement.




 




8.                                      Notwithstanding

any other provision of this Agreement, nothing herein shall adversely

affect:  (i) Mr. Sampson’s right, if

any, to salary earned but unpaid through the Termination Date; (ii) Mr.

Sampson’s right, if any, to be paid for earned but unused vacation and personal

days accrued through the Termination Date; (iii) Mr. Sampson’s right, if any,

to reimbursement for approved business expenses incurred but unreimbursed

through the Termination Date; (iv) Mr. Sampson’s right, if any, to vested

retirement benefits to which he was entitled as of the Termination Date; (v)

Mr. Sampson’s right, if any, to exercise stock options and restricted stock

awarded to him by NMG in accordance with the terms of the agreements, as

amended, issued with the awards; or (vi) any right Mr. Sampson might have to

continuation of any insurance coverage pursuant to the terms of NMG-provided

insurance plans or applicable law.




 




9.                                      The

parties acknowledge that in executing this Agreement, neither has relied on any

statements, promises or representations made by the other party except as

specifically written in this Agreement. 

This Agreement is the complete agreement of the parties on or in any way

related to Mr. Sampson’s separation from employment and the subject matter

addressed in it.  It shall supersede and

cancel all other previous agreements or understandings between the parties,

including, but not limited to, the Prior Agreement.  This Agreement cannot be modified or rescinded except upon the

written consent of both Mr. Sampson and an officer of NMG, and cannot be

revoked except as provided in Paragraph 4(e).




 




10.                                If

any provision of this Agreement is held to be unenforceable, such provision

shall be considered to be distinct and severable from the other provisions of

this




 




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Agreement, and such unenforceability shall not affect

the validity and enforceability of the remaining provisions.




 




11.                                The

waiver by either party of a breach of any of the provisions of this Agreement

shall not operate or be construed as a waiver of any other provision of this

Agreement or a waiver of any subsequent breach of the same provision.




 




12.                                The

language of all parts of this Agreement shall in all cases be construed as a

whole, according to its fair meaning, and not strictly for or against any of

the parties.




 




13.                                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. The exclusive forum for any action concerning this

Agreement or the transactions contemplated hereby 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.  MR. SAMPSON HEREBY CONSENTS TO THE EXERCISE OF JURISDICTION OF A

COURT IN THE EXCLUSIVE FORUM AND WAIVES ANY RIGHT HE MAY HAVE TO CHALLENGE OR

CONTEST THE REMOVAL AT ANY TIME BY NMG TO FEDERAL COURT OF ANY SUCH ACTION HE MAY

BRING AGAINST IT IN STATE COURT.  MR.

SAMPSON AND NMG FURTHER HEREBY MUTUALLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN

ANY ACTION CONCERNING THIS AGREEMENT OR HIS EMPLOYMENT WITH OR SEPARATION FROM

EMPLOYMENT WITH NMG.




 




The parties have executed this Agreement in Dallas,

Texas, as of the date first written above.




 




	

  GERALD

  A. SAMPSON


  	

   


  	

  THE

  NEIMAN MARCUS GROUP, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/  Gerald

  A. Sampson


  	

   


  	

  /s/  Nelson

  A. Bangs


  
	

   


  	

   


  	

   


  
	

  Date:    January 1, 2003


  	

   


  	

  Date:   January 7, 2003


  





 




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