Exhibit 10.11
TERMINATION AGREEMENT
1. This is a Termination Agreement between Dawn Mello (the
"Executive") and Bergdorf Goodman, Inc. ("Bergdorf Goodman" or
the "Company"). For the purposes of this Agreement, the
"Company" includes The Neiman Marcus Group, Inc.
2. Although the Executive will be employed "at-will" by
Bergdorf Goodman, the Company values the Executive's services and
wishes to provide some protection should the Executive's services
be terminated under certain circumstances. Therefore, in
recognition of the Executive's value and in consideration of the
Executive's agreeing to accept employment at Bergdorf Goodman,
the Company is willing to enter into this Termination Agreement.
3. a. For so long as the Executive is employed by the
Company or one of its affiliates, should the
Company terminate the Executive's employment other
than "for cause" or other than due to "total
disability" or death, the Executive will receive a
termination package consisting of an amount
equivalent to her then-current, one year, base
salary, which amount would be paid in 12, regular,
monthly installments following such termination.
b. Further, if the Executive's services are
terminated other than for cause or other than due
to total disability or death before November 1,
1996 and within 24 months following a change of
control of Bergdorf Goodman, as a change of
control is defined in paragraph 5, or if before
November 1, 1996 and within 24 months following a
change of such control, the Executive resigns her
employment because she is not permitted to
continue in a position comparable in duties and
responsibilities to that which she held before a
change in control, the Executive will receive the
termination package set forth in paragraph 3.a.
for the 12 months set forth therein, or until
November 1, 1996, whichever is earlier.
c. Notwithstanding the salary obligations set forth
in 3.a. and b., should the Executive be engaged in
employment (including contract employment or self-
employment) of any kind, during the period
beginning 6 months following such termination
other than for cause, total disability, or death,
or 6 months following the covered termination or
resignation following a change of control, the
salary obligation will be reduced, dollar-for-
dollar, by the amount the Executive earns through
such employment.
4. For the purposes of determining the Executive's
eligibility for the termination package set forth in this
Termination Agreement:
a. "For cause" means that, in the judgment of the
Company, the Executive:
(1) failed to devote her full time, loyalty, best
efforts, skills, knowledge and ability to the
performance of her duties;
(2) committed an act of malfeasance or failed to
render services exclusively to the Company;
or
(3) engaged in conduct detrimental to the best
interests of the Company.
b. "Total Disability": If at the end of any month
the Executive then is and has been for either:
(a) eighty percent (80%) or more of the normal
working days during the six (6) consecutive full
calendar months then ending; or (b) fifty percent
(50%) or more of the normal working days during
the twelve (12) consecutive full calendar months
then ending, unable to perform her duties in the
normal and regular manner, due to mental or
physical disability. Nothing contained in this
paragraph is intended to limit the Executive's
right to any compensation or benefits to which she
is otherwise entitled under the terms of any
company policy, benefit plan, or by operation of
law.
5. CHANGE OF CONTROL
For the purposes of paragraph 3, change of control
shall mean: (i) the sale of all or substantially all of the
assets of Bergdorf Goodman, Inc. to an entity other than the
Company or Harcourt General, Inc. or an entity wholly owned by
the Company or Harcourt General, Inc.; or (ii) the sale of all
or substantially all of the assets of the Company to an entity
other than Harcourt General, Inc. or an entity wholly owned by
the Company or Harcourt General, Inc.; or (iii) any person,
entity or group having greater voting power in the election of
Company directors than Harcourt General, Inc.
6. Payment of the termination package set forth in
paragraph 3 constitutes full satisfaction of all financial
obligations of the Company to the Executive (if any) which arise
from or relate in any way to the termination of the Executive's
employment, including the right to severance pay. However,
nothing in this paragraph is intended to affect any earned,
vested rights that the Executive may have under the applicable
provisions of: (i) any life insurance policy or plan (group or
otherwise) maintained for the Executive by the Company or (ii)
any other "employee benefit pension plan", as defined by Section
3 of ERISA, then in effect and in which the Executive is
participating under the terms of such plan.
7. The invalidity of all or any part or provision of any
section of this Termination Agreement will not render invalid the
remainder of this Termination Agreement or the remainder of such
sections or any other of its provisions.
8. This Termination Agreement contains the entire
agreement and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the
termination of the Executive's at-will employment and to the
subject matter of the Termination Agreement. The Termination
Agreement may not be changed orally. It may be changed only by
written agreement signed by the party against whom any waiver,
charge, amendment, modification or discharge is sought.
9. This Termination Agreement will be construed as to both
validity and performance and enforced in accordance with the laws
of the Commonwealth of Massachusetts, without giving effect to
the principles of conflicts of laws thereof.
BERGDORF GOODMAN, INC.
By: s/Robert J. Tarr, Jr.
Robert J. Tarr, Jr.
The Neiman Marcus Group, Inc.
DAWN MELLO
By: s/Dawn Mello