Exhibit 10.45
TIER III
THE NEIMAN MARCUS GROUP, INC.
EXECUTIVE
CHANGE OF CONTROL SEVERANCE PLAN
THIS EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN, made and executed at Dallas,
Texas, by THE NEIMAN MARCUS GROUP, INC., a Delaware corporation, is being
established to provide for the payment of severance benefits to certain of its
eligible employees.
SECTION 1.
DEFINITIONS.
UNLESS THE CONTEXT CLEARLY INDICATES
OTHERWISE, WHEN USED IN THIS PLAN:
(A)
"AFFILIATE" MEANS, WITH RESPECT TO ANY ENTITY, ANY OTHER
CORPORATION, ORGANIZATION, ASSOCIATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR
OTHER TYPE OF ENTITY, WHETHER INCORPORATED OR UNINCORPORATED, DIRECTLY OR
INDIRECTLY CONTROLLING OR CONTROLLED BY OR UNDER DIRECT OR INDIRECT COMMON
CONTROL WITH SUCH ENTITY.
(B)
"BASE SALARY" MEANS EXECUTIVE'S ANNUAL RATE OF BASE SALARY IN
EFFECT ON THE DATE IN QUESTION, DETERMINED PRIOR TO REDUCTION FOR ANY
EMPLOYEE-ELECTED SALARY REDUCTION CONTRIBUTIONS MADE TO AN EMPLOYER-SPONSORED
NON-QUALIFIED DEFERRED COMPENSATION PLAN OR AN EMPLOYER-SPONSORED PLAN PURSUANT
TO SECTION 401(K) OR 125 OF THE INTERNAL REVENUE CODE, AND EXCLUDING BONUSES,
OVERTIME, ALLOWANCES, COMMISSIONS, DEFERRED COMPENSATION PAYMENTS AND ANY OTHER
EXTRAORDINARY REMUNERATION.
(C)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
(D)
"BONUS" MEANS THE AMOUNT PAYABLE TO EXECUTIVE UNDER THE COMPANY'S
APPLICABLE ANNUAL INCENTIVE BONUS PLAN WITH RESPECT TO A FISCAL YEAR OF THE
COMPANY.
(E)
"CAUSE" MEANS
(1)
THE WILLFUL AND CONTINUED FAILURE BY EXECUTIVE TO SUBSTANTIALLY
PERFORM DUTIES CONSISTENT WITH EXECUTIVE'S POSITION WITH THE COMPANY (OTHER THAN
ANY SUCH FAILURE RESULTING FROM INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS OR
TERMINATION BY EXECUTIVE FOR GOOD REASON), AFTER A DEMAND FOR SUBSTANTIAL
PERFORMANCE IS DELIVERED TO EXECUTIVE BY THE BOARD, TOGETHER WITH A COPY OF THE
RESOLUTION OF THE BOARD THAT SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE
BOARD BELIEVES THAT EXECUTIVE HAS NOT SUBSTANTIALLY PERFORMED EXECUTIVE'S
DUTIES, WHICH RESOLUTION MUST BE PASSED BY AT LEAST 2/3 OF THE ENTIRE BOARD AT A
MEETING CALLED FOR THE PURPOSE AND AFTER AN OPPORTUNITY FOR EXECUTIVE AND
EXECUTIVE'S COUNSEL TO BE HEARD BY THE BOARD, AND EXECUTIVE HAS FAILED TO RESUME
SUBSTANTIAL PERFORMANCE OF EXECUTIVE'S DUTIES ON A CONTINUOUS BASIS WITHIN
14 DAYS OF RECEIVING SUCH DEMAND;
(2)
THE WILLFUL ENGAGING BY EXECUTIVE IN CONDUCT THAT IS DEMONSTRABLY
AND MATERIALLY INJURIOUS TO THE COMPANY, MONETARILY OR OTHERWISE, AS SET FORTH
IN A RESOLUTION OF THE BOARD, WHICH RESOLUTION MUST BE PASSED BY AT LEAST 2/3 OF
THE ENTIRE BOARD AT A MEETING CALLED FOR THE PURPOSE AND AFTER AN OPPORTUNITY
FOR EXECUTIVE AND EXECUTIVE'S COUNSEL TO BE HEARD BY THE BOARD; OR
(3)
EXECUTIVE'S CONVICTION OF A FELONY, OR CONVICTION OF A MISDEMEANOR
INVOLVING ASSETS OF THE COMPANY.
FOR PURPOSES OF THIS DEFINITION, NO ACT, OR FAILURE TO ACT, ON EXECUTIVE'S PART
SHALL BE DEEMED "WILLFUL" UNLESS DONE, OR OMITTED TO BE DONE, BY EXECUTIVE NOT
IN GOOD FAITH AND WITHOUT REASONABLE BELIEF THAT EXECUTIVE'S ACTION OR OMISSION
WAS IN THE BEST INTEREST OF THE COMPANY.
(F)
"CHANGE OF CONTROL" MEANS, AND SHALL BE DEEMED TO HAVE OCCURRED:
(1)
UPON THE CONSUMMATION OF ANY TRANSACTION OR