EXHIBIT 10.33
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
(“Executive”) and The Neiman Marcus Group, Inc., a
Delaware corporation (“NMG”).
W I T N E S
S E T H :
WHEREAS, the Executive and NMG
entered into the Confidentiality, Non-Competition and Termination
Benefits Agreement (the “Agreement”) effective as of
11/20/2002, and
WHEREAS, the Executive and NMG 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 NMG, if (i) NMG terminates
Executive’s employment for any reason other than for
“Cause,” her “Total Disability,” or her
death, or Executive terminates her 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, NMG shall provide Executive with benefits
(“Termination Benefits”) consisting of:
(1) an amount equivalent to
1.5 times her 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 her
termination, Executive participates in a group medical insurance
plan offered by NMG 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, NMG 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.
