EXHIBIT 10.44


 


AMENDMENT NO. 1 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
effective as of January 1, 2008 in the following respects only:


 


FIRST:  Section 2-35
of the Plan is hereby amended by restating the second sentence thereof in its
entirety to read as follows:


 


If an Employee would be deemed a Key Employee as of an Identification
Date, the Employee is treated as a “Specified Employee” for the 12-month period
beginning on the fourth month following the end of the 12-month period ending
on the Identification Date.


 


SECOND: 
Section 4-2 of the Plan is hereby amended by restatement in its
entirety to read as follows:


 


Section 4-2                                     Time of
Distribution.


(a)                                  Affirmative
Election.


 


(1)                                  Subject to Section 7-2,
Section 7-3, Section 7-4 and Section 7-5 below, the Committee,
in its sole and absolute discretion, may permit an Eligible Employee to elect
to receive the distribution of his or her Defined Contribution Account upon the
later of:


 


(A)  his or her Separation from Service, or


(B)  his or her Specified Distribution Date;


 


provided, however, that the Committee may prescribe such limitations on
the choices available to an Eligible Employee for a Specified Distribution Date
as it may determine in its sole and absolute discretion.


 


(2)                                  Notwithstanding
anything herein to the contrary, an affirmative election will be disregarded
and given no consideration if such an election is not reflected on a properly completed
Enrollment Agreement that is timely filed with the Committee by the date set by
the Committee in its sole and absolute discretion.


 


(b)                                 Deemed Election.  Subject to Section 7-2, Section 7-3,
Section 7-4 and Section 7-5 below, to the extent the Committee does
not allow or an Eligible Employee has not made an affirmative election
regarding the distribution of her or 


 


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her Defined Contribution Account pursuant to Section 4-2(a) above,
the Eligible Employee shall be deemed to have designated the time of payment as
the later of:


 


(1)                                  Separation
from Service, and


(2)                                  the
attainment of age fifty-five (55).


 


(c)                                  2008 Special
Payment Election.  Any provision of
the Plan to the contrary notwithstanding, prior to January 1, 2009 (or
such earlier date as the Committee may prescribe), each Participant may elect
an age from 56 through 65 that will apply as his or her deemed election in Section 4-2(b)(2) above
rather than age 55, and such election shall be treated as his or her initial
election and shall not be subject to the election change rules provided in
Section 7-6; provided, however, that no such election shall be permitted
to change any payment that would otherwise have been made in 2008 and no such
election may accelerate a payment into 2008 that would not otherwise have been
made in 2008.


 


THIRD:  Section 7-1
of the Plan is hereby amended by restatement in its entirety to read as
follows:


 


Section 7-1                                     Distributions.  A Participant shall receive a distribution of
the vested amount credited to his or her Defined Contribution Account under the
Plan at the time or times and in the form or forms provided in ARTICLE IV, or
pursuant to one or more Amended Enrollment Agreements, as provided in Section 7-6
below; provided, however, that if the distribution of an amount credited to the
Participant’s Defined Contribution Account is to commence upon his or her Separation
From Service and such Participant is a Specified Employee at the time of his or
her Separation From Service, the provisions of Section 7-2 below shall
apply to such distribution.  A
distribution paid pursuant to this Section 7-1 shall commence to be paid
by the Company to the Participant as soon as administratively practicable on or
following the time designated pursuant to ARTICLE IV, but no later than sixty
(60) days following such designated time, and shall be paid to the Participant
entirely in cash.  If the payment is to made
in the form of five annual installments as provided in Section 4-3, the
amount of each installment payment shall equal the value of the Defined
Contribution Account as of the last business day immediately prior to such
payment divided by the number of installments remaining to be paid, and each
subsequent payment following the first payment shall be made during the immediately
subsequent calendar year.


 


FOURTH: 
Sections 7-3 and 7-4 of the Plan are hereby amended by restatement in
their entirety to read as follows:


 


Section 7-3                                     Death
of Participant.  If a Participant
dies prior to commencement of his or her benefit under the Plan, the
Participant’s Beneficiary shall receive a lump sum cash distribution of the
entire vested amount credited to the Participant’s Defined Contribution Account
as soon as administratively 


 


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practicable following the date of the Participant’s death, but no later
than sixty (60) days following the date of the Participant’s death.  If a Participant dies after commencement of
his or her benefit under the Plan, the Participant’s Beneficiary shall receive a
lump sum cash distribution of the remaining installments payable to the Participant
under the Plan as soon as administratively practicable following the date of
the Participant’s death, but not later than sixty (60) days following the
Participant’s death.


 


Section 7-4            Disability
of Participant.  If a Participant
becomes Disabled prior to commencement of his or her benefit under the Plan,
the Participant shall receive a lump sum cash distribution of the entire vested
amount credited to his Defined Contribution Account as soon as administratively
practicable following the date the Participant becomes Disabled, but no later
than sixty (60) days following such date.  If a Participant becomes Disabled after
commencement of his or her benefit under the Plan, the Participant shall
receive a lump sum cash distribution of the remaining installments payable to
the Participant under the Plan as soon as administratively practicable
following the date the Participant becomes Disabled, but no later than sixty (60)
days following such date.  Notwithstanding
anything herein to the contrary, if the Participant, in the sole judgment of
the Committee, is considered by reason of physical or mental condition to be
unable to give a valid receipt therefor, the Committee may direct payment in
accordance with Section 10-15 below.


 


FIFTH:  Section 7-6
of the Plan is hereby amended by restatement in its entirety to read as
follows:


 


Section 7-6            Change
in Time.


(a)           Subject
to Section 7-6(b) below, the Committee, in its sole and absolute
discretion, may permit a Participant to change the time of a distribution
otherwise provided pursuant to ARTICLE IV, by filing with the Committee an
Amended Enrollment Agreement in accordance with the requirements of this Section 7-6;
provided, however, that:


 


(1)                                  no change shall be
effective until at least twelve (12) months after the date on which the properly
completed Amended Enrollment Agreement is filed with the Committee;


 


(2)                                  the distribution must
be deferred for a period of not less than five (5) years from the date
such payment would otherwise have been paid or, in the case of installment
payments, five (5) years from the date the first amount was scheduled to
be paid;


 


(3)                                  no change with
respect to a payment at a specified time or pursuant to a fixed schedule may be
made less than twelve (12) months prior to the date the payment is scheduled to
be paid 


 


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or, in the case of installment payments, twelve (12) months prior to
the date the first amount is scheduled to be paid.


 


In the case of a payment that is scheduled to be made during a period
longer than one day, such payment shall be deemed to be scheduled to be paid
for purposes of this subsection (a) as of the first day of such time period.


 


(b)                                 Notwithstanding the
preceding:


 


(1)                                  with the exception of
a Participant’s death or disability, once payment has commenced, the time of
such payment shall not be modified, and


 


(2)                                  no change will be
permitted that would result in a payment being postponed by more than ten (10) years
from the date originally elected, or, if applicable, deemed to have been
elected.


 


IN WITNESS
WHEREOF, this Amendment has been executed this 22nd day of December, 2008.


 


 




	
   

  	
   

  	
   

  	
     THE NEIMAN
  MARCUS GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/  Marita
  O’Dea

  
	
   

  	
   

  	
  Its:

  	
     Senior Vice President and

  
	
   

  	
   

  	
   

  	
     Chief Human Resource
  Officer

  






 


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