Neiman Marcus 2008 Annual Report Download - page 227

(h) Indemnification. The Executive will be entitled to indemnification on the same terms as indemnification is
made available by NMG to its other senior executives, whether through NMG's bylaws, the Merger Agreement or otherwise.
6. Termination of Employment.
(a) Death. The Executive's employment shall terminate automatically upon his death.
(b) Inability to Perform. In the event of the Executive's Inability to Perform during the Employment Term,
NMG may notify the Executive of NMG's termination of the Executive's employment.
(c) Termination by NMG for Cause. NMG may terminate the Executive's employment for Cause. To exercise
its right to terminate the Executive pursuant to provision (iii) or provision (v) of the definition of Cause, however, NMG must first
provide the Executive with a reasonable period of time to correct the circumstances or events, to the extent that they may reasonably
be corrected, that NMG contends give rise to the existence of Cause under such provision. Prior to terminating the Executive's
employment for Cause under this Paragraph 6(c), NMG must provide the Executive with a written notice of its intent to terminate his
employment for Cause. Such written notice must specify the particular act or acts or failure(s) to act that form(s) the basis for the
decision to so terminate the Executive's employment for Cause. The Executive will be given the opportunity within 30 calendar days
of his receipt of such notice to meet with the Board to defend himself with regard to the alleged act or acts or failure(s) to act. If at the
conclusion of or following such a meeting, the Board decides to proceed with the termination of the Executive's employment for
Cause, such a termination will be effected by providing the Executive with a Notice of Termination under Paragraph 6(f). Upon or
after NMG's issuance of the notice of intent to terminate the Executive's employment for Cause, NMG may suspend the Executive
with pay pending the Board's decision whether to proceed with the termination.
(d) Termination by the Executive for Good Reason. The Executive may terminate his employment for Good
Reason. To exercise his right to terminate for Good Reason, the Executive must provide written notice to NMG of his belief that
Good Reason exists, and that notice shall describe the circumstance believed to constitute Good Reason. If that circumstance may
reasonably be remedied, NMG shall have 30 days to effect that remedy. If not remedied within that 30-day period, the Executive may
submit a Notice of Termination; provided, however, that the Notice of Termination invoking the Executive's right to terminate his
employment for Good Reason must be given no later than 6 months after the later of (i) the first date the Executive knew that Good
Reason existed, and (ii) the end of NMG's 30-day cure period, if applicable; otherwise, the Executive is deemed to have accepted the
circumstance(s) that may have given rise to the existence of Good Reason.
(e) Termination by Either Party Without Cause or Without Good Reason. Either NMG or the Executive may
terminate the Executive's employment without Cause or Good Reason upon at least three months' prior written notice to the other
party.
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