Neiman Marcus 2008 Annual Report Download - page 570

(f) Other Products. Except to the extent expressly set forth in this Section 2.2, NMG and its Affiliates shall not be restricted in
any way with respect to any activities or payment products. For the avoidance of doubt, NMG and its Affiliates shall be free to do any
of the following at any time:
(i) issue, offer or market any payment products not expressly covered in this Section 2.2 (e.g., NMG and its Affiliates
shall not be restricted from issuing, accepting or otherwise taking action with respect to (A) gift cards, pre-paid cards or stored value
cards, or (B) debit cards, in each case, whether or not bearing an NMG Licensed Mark);
(ii) participate in rewards programs and promotions by card associations or for cards not branded with any of the NMG
Licensed Marks (e.g., American Express Membership Rewards); or
(iii) offer its customers rewards or promotional programs or other value propositions, including Loyalty Programs, of any
type; provided that, except to the extent approved by a majority of the members constituting the full Management Committee
(including any vacancies), (A) the Program Loyalty Programs shall remain the primary Loyalty Programs for the NMG Channels and
any changes to the Program Loyalty Programs shall be made in accordance with Article III, and (B) except to the extent set forth in
Section B of Schedule 2.2(d), no Loyalty Program other than the Program Loyalty Programs shall (x) award points based on the
participant's choice of tender or payment method or (y) provide awards on an annual basis upon reaching specific spending tiers.
ARTICLE III
PROGRAM MANAGEMENT AND ADMINISTRATION
3.1 Program Objectives. In performing its responsibilities with respect to the management and administration of the Program,
each Party shall be guided by the following Program objectives (the "Program Objectives"):
(a) to enhance the experience of NMG Shoppers;
(b) to increase retail sales of the NMG Companies;
(c) to maintain or improve customer insight through data acquisition and analysis;
(d) to maximize Program economics while minimizing operational costs or complexity; and
(e) to leverage the Program to identify existing and potential NMG Shoppers, develop and deepen relationships with NMG
Shoppers and finance retail sales growth.
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