OTHER THAN A LIQUIDATION OF THE COMPANY INTO A WHOLLY-OWNED SUBSIDIARY.
VII.
"CLASS B COMMON STOCK" MEANS CLASS B COMMON STOCK, PAR VALUE $.01
PER SHARE, OF THE COMPANY.
VIII.
"COBRA" MEANS THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF
1985, AS AMENDED.
IX.
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
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X.
"COMPANY" MEANS THE NEIMAN MARCUS GROUP, INC. AND, AFTER A CHANGE
OF CONTROL, ANY SUCCESSOR OR SUCCESSORS THERETO.
XI.
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
XII.
"GOOD REASON" MEANS ANY OF THE FOLLOWING ACTIONS ON OR AFTER A
CHANGE OF CONTROL, WITHOUT EXECUTIVE'S EXPRESS PRIOR WRITTEN APPROVAL, OTHER
THAN DUE TO EXECUTIVE'S TOTAL DISABILITY OR DEATH:
(1)
ANY DECREASE IN, OR ANY FAILURE TO INCREASE IN ACCORDANCE WITH AN
AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY OR ANY OF ITS SUBSIDIARIES, BASE
SALARY OR TARGET BONUS;
(2)
ANY MATERIAL DIMINUTION IN THE AGGREGATE EMPLOYEE BENEFITS
AFFORDED TO THE EXECUTIVE IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL; FOR THIS
PURPOSE EMPLOYEE BENEFITS SHALL INCLUDE, BUT NOT BE LIMITED TO PENSION BENEFITS,
LIFE INSURANCE AND MEDICAL AND DISABILITY BENEFITS (EXCLUDING, FOR THE AVOIDANCE
OF DOUBT, THE COMPANY'S ELECTION NOT TO EXTEND THE AGREEMENT IN ACCORDANCE WITH,
AND SUBJECT TO, THE PROVISIONS OF SECTION 2 OF THIS AGREEMENT);
(3)
ANY DIMINUTION IN EXECUTIVE'S TITLE OR PRIMARY REPORTING
RELATIONSHIP, OR SUBSTANTIAL DIMINUTION IN DUTIES OR RESPONSIBILITIES; PROVIDED,
HOWEVER, THAT NO SUCH DIMINUTION OR SUBSTANTIAL DIMINUTION, AS APPLICABLE, SHALL
BE DEEMED TO OCCUR SOLELY AS A RESULT OF (X) THE COMPANY CEASING TO BE A
PUBLICLY HELD CORPORATION OR (Y) THE COMPANY BECOMING A SUBSIDIARY OR DIVISION
OF ANOTHER ENTITY, PROVIDED THAT (A) SUCH SUBSIDIARY OR DIVISION CONTINUES TO
REPRESENT SUBSTANTIALLY ALL OF THE BUSINESS OPERATIONS OF THE COMPANY AS IN
EFFECT IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL AND (B) THE EXECUTIVE DOES NOT
SUFFER A DIMINUTION IN TITLE OR PRIMARY REPORTING RELATIONSHIP OR SUBSTANTIAL
DIMINUTION IN DUTIES OR RESPONSIBILITIES WITH RESPECT TO SUCH SUBSIDIARY OR
DIVISION RELATIVE TO HIS OR HER TITLE OR PRIMARY REPORTING RELATIONSHIP OR
DUTIES OR RESPONSIBILITIES WITH THE COMPANY IMMEDIATELY PRIOR TO SUCH CHANGE OF
CONTROL;
(4)
ANY RELOCATION OF EXECUTIVE'S PRINCIPAL PLACE OF BUSINESS OF
50 MILES OR MORE, OTHER THAN NORMAL TRAVEL CONSISTENT WITH PAST PRACTICE, OR ANY
REQUIREMENT THAT EXECUTIVE ENGAGE IN EXCESSIVE BUSINESS-RELATED TRAVEL IN A
MANNER INCONSISTENT WITH PAST PRACTICE IN ANY MATERIAL RESPECT; OR
(5)
THE FAILURE OF ANY SUCCESSOR OR ASSIGNEE (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY IN CONNECTION
WITH ANY CHANGE OF CONTROL, BY AGREEMENT IN WRITING IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO EXECUTIVE, EXPRESSLY, ABSOLUTELY AND UNCONDITIONALLY
TO ASSUME AND AGREE TO PERFORM THIS AGREEMENT, THE PRIOR AGREEMENT OR ANY OTHER
EMPLOYMENT AGREEMENT TO WHICH THE COMPANY AND EXECUTIVE ARE PARTY, IN EACH CASE,
WHICH REMAINS IN EFFECT AS OF IMMEDIATELY PRIOR TO SUCH CHANGE OF CONTROL, IN
THE SAME MANNER
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