OF DOUBT, THE COMPANY'S TERMINATION OF THE PLAN IN ACCORDANCE WITH, AND SUBJECT
TO, THE PROVISIONS OF SECTION 9 OF THE PLAN);
(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 (A) 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, PRIMARY REPORTING RELATIONSHIP OR DUTIES
OR RESPONSIBILITIES WITH THE COMPANY IMMEDIATELY PRIOR TO SUCH CHANGE OF CONTROL
OR (B) AS A RESULT OF A DIMINUTION IN CONNECTION WITH A CORPORATE OR MANAGEMENT
REORGANIZATION OR RESTRUCTURING WHICH SIMILARLY AFFECTS A SUBSTANTIAL PERCENTAGE
OF OTHER COMPANY EXECUTIVES WITH SIMILAR RESPONSIBILITY LEVELS AT THE COMPANY;
4
(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 PLAN, OR THE CONFIDENTIALITY,
NON-COMPETITION AND TERMINATION BENEFITS 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 AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM ANY
SUCH AGREEMENT IF NO SUCH SUCCESSION OR ASSIGNMENT HAD TAKEN PLACE.
EXECUTIVE SHALL HAVE SIX MONTHS FROM THE TIME EXECUTIVE FIRST BECOMES AWARE OF
THE EXISTENCE OF GOOD REASON TO RESIGN FOR GOOD REASON.
(P)
"PLAN" MEANS THE NEIMAN MARCUS GROUP, INC. EXECUTIVE CHANGE OF
CONTROL SEVERANCE PLAN AS IN EFFECT FROM TIME TO TIME.
(Q)
"PLAN YEAR" MEANS THE CALENDAR YEAR.
(R)
"RELEASE" MEANS A RELEASE TO BE SIGNED BY AN ELIGIBLE EXECUTIVE
IN SUCH FORM AS THE COMPANY SHALL DETERMINE, WHICH SHALL, TO THE EXTENT
PERMITTED BY LAW, WAIVE ALL CLAIMS AND ACTIONS AGAINST THE EMPLOYERS AND
AFFILIATES AND SUCH OTHER RELATED PARTIES AND ENTITIES AS THE COMPANY CHOOSES TO
INCLUDE IN THE RELEASE EXCEPT FOR CLAIMS AND ACTIONS FOR BENEFITS PROVIDED UNDER
THE TERMS OF THIS PLAN (WHICH RELEASE IS NOT REVOKED BY THE ELIGIBLE