Neiman Marcus 2008 Annual Report Download - page 587

5.5 Approved Ancillary Products. Except for the Approved Ancillary Products, the NMG Credit Cards and the Non-Card
Payment Plans, Bank and its Affiliates shall not offer (except as directed by NMG) any goods or services to Cardholders or through
the Program. From time to time, Bank may propose to solicit Cardholders for products or services other than the foregoing. If the
NMG Companies, in their sole and absolute discretion, agree to permit such solicitation, such solicitation shall only be permitted on
the terms (including terms relating to the compensation of the NMG Companies with respect thereto) agreed by the NMG Companies.
5.6 Marketing Plan.
(a) Following the date hereof NMG, in consultation with Bank, shall develop a proposed Marketing Plan for the first Fiscal
Year. Within thirty (30) days after the Effective Date, the Management Committee shall approve such Marketing Plan for the first
Fiscal Year. For each Fiscal Year following the first Fiscal Year, the NMG Companies shall develop, in consultation with Bank, and
on or before ninetieth (90th) day prior to the commencement of such Fiscal Year, the Marketing Committee shall approve a Marketing
Plan for such Fiscal Year.
(b) At least once per calendar year, the Management Committee shall consider (to the extent such terms and conditions are
publicly known or otherwise known and not subject to any confidentiality obligations on the part of either Party) features, terms,
conditions and other aspects of other Comparable Partner Programs and Competing Partner Programs in order to identify marketplace
developments for possible inclusion in the Program to ensure that the Program remains Competitive. If the Management Committee
determines that a change to the Program may be required, Bank shall develop a plan with respect to implementation of such change,
including the impact the proposed change would have, if any, on the revenue share, and shall present such plan to the Management
Committee for its review and decision. The Management Committee shall decide whether to test or launch any such Program changes
for Cardholders or potential Cardholders.
(c) Each Marketing Plan shall outline, for each NMG Channel, all programs, to the extent established and mutually agreed upon
by the NMG Companies and Bank, and shall include at least the following information for each program:
(i) description of offer(s), cost per unit, expected response rate and other performance projections with respect thereto;
(ii) description of target audience;
(iii) planned budget, specifying Bank's share and the NMG Companies' share, if any;
(iv) distribution among the NMG Channels and types of Accounts; and
(v) target implementation date (e.g., mailing dates, calling dates, delivery dates).
(d) Each Marketing Plan shall address development of Solicitation Materials and Account Documentation; new Account
acquisition strategies, including direct mailing;
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