SHALL SUPERSEDE EXECUTIVE'S ENTITLEMENT TO PAYMENTS OR
BENEFITS PURSUANT TO PARAGRAPH 1(A) OF THE CONFIDENTIALITY, NON-COMPETITION AND
TERMINATION BENEFITS AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY (TO THE EXTENT
SUCH AGREEMENT IS CURRENTLY IN EFFECT).
IN ALL OTHER RESPECTS, ANY SUCH
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT, INCLUDING WITH RESPECT TO ANY AMOUNTS PAYABLE OR
BENEFITS TO BE PROVIDED PRIOR TO AND OTHERWISE NOT IN CONNECTION WITH A CHANGE
OF CONTROL; PROVIDED, THAT IN NO EVENT SHALL PAYMENTS OR BENEFITS PROVIDED
PURSUANT TO THE CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS
AGREEMENT OR ANY OTHER
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SEVERANCE AGREEMENT OR POLICY ENTITLE EXECUTIVE TO A DUPLICATION OF PAYMENTS AND
BENEFITS PURSUANT TO THIS PLAN AND, IN THE EVENT OF AN ANTICIPATORY TERMINATION,
ANY AMOUNT PAYABLE HEREUNDER SHALL BE OFFSET AND REDUCED BY THE AMOUNT OF ANY
TERMINATION PAYMENTS OR BENEFITS PREVIOUSLY PROVIDED TO EXECUTIVE UNDER THE
CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS AGREEMENT OR ANY OTHER
SEVERANCE ARRANGEMENT WITH THE COMPANY.
(B)
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS PLAN SHALL NOT INTERFERE
IN ANY WAY WITH THE RIGHT OF THE COMPANY TO REDUCE EXECUTIVE'S COMPENSATION OR
OTHER BENEFITS OR TERMINATE EXECUTIVE'S EMPLOYMENT, WITH OR WITHOUT CAUSE.
ANY
RIGHTS THAT EXECUTIVE SHALL HAVE IN THAT REGARD SHALL BE AS SET FORTH IN ANY
APPLICABLE EMPLOYMENT AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY.
SECTION 12.
SPENDTHRIFT PROVISION.
NO RIGHT OR INTEREST OF AN
ELIGIBLE EXECUTIVE UNDER THIS PLAN MAY BE ASSIGNED, TRANSFERRED OR ALIENATED, IN
WHOLE OR IN PART, EITHER DIRECTLY OR BY OPERATION OF LAW, AND NO SUCH RIGHT OR
INTEREST SHALL BE LIABLE FOR OR SUBJECT TO ANY DEBT, OBLIGATION OR LIABILITY OF
SUCH ELIGIBLE EXECUTIVE.
SECTION 13.
NOTICE.
NOTICE OF TERMINATION WITHOUT CAUSE OR FOR GOOD
REASON SHALL BE GIVEN IN ACCORDANCE WITH THIS SECTION, AND SHALL INDICATE THE
SPECIFIC TERMINATION PROVISION UNDER THE PLAN RELIED UPON, THE RELEVANT FACTS
AND CIRCUMSTANCES AND THE EFFECTIVE DATE OF TERMINATION.
FOR THE PURPOSE OF
THIS PLAN, ANY NOTICE AND ALL OTHER COMMUNICATION PROVIDED FOR IN THIS PLAN
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN RECEIVED AT
THE RESPECTIVE ADDRESSES SET FORTH BELOW, OR TO SUCH OTHER ADDRESS AS THE
COMPANY OR THE ELIGIBLE EXECUTIVE MAY HAVE FURNISHED TO THE OTHER IN WRITING IN
ACCORDANCE HEREWITH.
If to the Company:
The Neiman Marcus Group, Inc.
1618 Main Street
Dallas, TX 75201
Attention:
General Counsel
If to Executive:
To the most recent address of Executive set forth in the personnel records of
the Company.
SECTION 14.
APPLICABLE LAW.
THIS PLAN SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH APPLICABLE FEDERAL LAW.
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SECTION 15.
EFFECTIVENESS.
THIS PLAN SHALL BE EFFECTIVE AS OF THE
DATE OF ADOPTION BY THE BOARD AND SHALL REMAIN IN EFFECT UNTIL TERMINATED
PURSUANT TO SECTION 9 OF THIS PLAN.
IN WITNESS WHEREOF, this Plan has been executed this 1st day of April, 2005, to
be effective as of April 1, 2005.
THE NEIMAN MARCUS GROUP, IN.C
By:
/s/ Nelson