EXHIBIT 10.32
AMENDMENT TO THE
CONFIDENTIALITY, NON-COMPETITION
AND
TERMINATION BENEFITS
AGREEMENT
This Amendment to the
Confidentiality, Non-Competition and Termination Benefits Agreement
(the “Amendment”) is made effective as of
January 1, 2009, by and between James J. Gold
(“Executive”) and Bergdorf Goodman, Inc., a New
York corporation (“Bergdorf”) and a wholly owned
subsidiary of The Neiman Marcus Group, Inc., a Delaware
corporation (“NMG”).
W I T N E S
S E T H :
WHEREAS, the Executive and Bergdorf
entered into the Confidentiality, Non-Competition and Termination
Benefits Agreement (the “Agreement”) effective as of
May 3, 2004, and
WHEREAS, the Executive and Bergdorf
now desire to amend the Agreement for compliance with Internal
Revenue Code Section 409A and the Treasury Regulations
thereunder;
NOW, THEREFORE, pursuant to the
authority reserved in Paragraph 7, the Agreement is amended as
follows:
1.
Paragraph 1(a) of the Agreement
is hereby amended and restated in its entirety as
follows:
(a) While Executive is
employed at-will by Bergdorf, if (i) Bergdorf terminates
Executive’s employment for any reason other than for
“Cause,” his “Total Disability,” or his
death, or Executive terminates his employment for “Good
Reason” in accordance with Paragraph 1(e), and (ii) the
Executive’s termination of employment also constitutes a
separation from service under Treasury Regulation
Section 1.409A-1(h), then, subject to Paragraphs 1(c) and
1(d) below, Bergdorf shall provide Executive with benefits
(“Termination Benefits”) consisting of:
(1) an amount equivalent to
1.5 times his then-current annual base salary, less required
withholding, which amount would be paid over an 18-month period
(hereinafter, the “Salary Continuance Period”) in
regular, bi-weekly installments beginning with the first payroll
period immediately following such termination; and
(2) if, at the time of his
termination, Executive participates in a group medical insurance
plan offered by Bergdorf and Executive is eligible for and elects
to receive continued coverage under such plan in accordance with
the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) or any successor law, Bergdorf will reimburse
Executive during the Salary Continuance Period or, if shorter, the
period of such actual COBRA continuation coverage, for the total
amount of the monthly COBRA medical insurance premiums actually
paid by Executive for such continued medical insurance
benefits.
