Exhibit 10.13
DEFERRED COMPENSATION AGREEMENT
This is an Agreement made as of the 27th day of August,
1987, by and between The Neiman Marcus Group, Inc. (the
"Company") and Gary L. Countryman (the "Director").
WHEREAS, the Director is a member of the Board of Directors
of the Company and is paid for his attendance at Board meetings
and for other services rendered by him as a director; and
WHEREAS, the parties desire that the Director be paid his
fees on a deferred basis in the manner prescribed by this
Agreement;
NOW THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:
1. Fees. The Director agrees to accept compensation at
such rates as the Company may, from time to time,
establish for his attendance at meetings and for all
other services of every type and description as he may
render to the Company in his capacity as a member of
its Board of Directors. However, beginning on the
effective date of this Agreement, the Company shall
withhold all such deferred compensation from the
Director and pay the same in accordance with the terms
set forth below.
2. Deferred Compensation Account. The Company shall
establish and maintain an account to record the accrual
of the Director's deferred compensation. To such
account, the following credits and debits shall be
made:
(a) As of the date the Director attends meetings or
renders other services, his account shall be
credited with the appropriate amount of deferred
compensation.
(b) During the period for which the Company maintains
a deferred compensation account for the Director
(or his beneficiary or estate), the Company shall
accrue and credit such account with interest at a
rate equal to that paid on 90-day certificates of
deposit (in denominations of at least $100,000)
issued by The First National Bank of Boston from
time to time.
(c) Payments to the Director, his designated
beneficiary or his estate shall be debited to the
Director's deferred compensation account as of the
date of payment.
3. Payments to the Director. The Company shall pay to the
Director the full amount of his deferred compensation
account, as described in paragraph 2, upon the earliest
to occur of his (a) attainment of age 65, (b) ceasing
to be a Director of the Company for any reason, or (c)
retirement from full-time employment on a permanent
basis.
4. Payments After Death. If the Director shall die before
the deferred compensation account has been paid to him,
then the entire account shall be paid to the
beneficiary designated by the Director in accordance
with this paragraph 4; if no such beneficiary has been
designated, such deferred compensation shall be paid to
the Director's estate. Such designation of Beneficiary
must be in writing, dated, signed by the Director and
acknowledged by him before a notary public, and no
beneficiary designation shall be deemed effective
unless the same has been furnished to the Secretary of
the Company prior to the death of the Director. The
Company may rely in all cases on the genuineness,
accuracy and date of any such beneficiary designation
and shall be fully protected in making payment in
accordance therewith. Any beneficiary designation
filed with the Secretary of the Company prior to the
death of the Director shall be deemed to have revoked
all earlier designations and no beneficiary designation
furnished to the Secretary after the date of a
Director's death shall be deemed effective.
5. Withholding. The Company shall have the right to
reduce all payments to be made hereunder by any amounts
required to be withheld by Federal, State and local law
or regulation.
6. Nature of Director's Rights. The rights of the
Director under this Agreement and those of his estate
or beneficiary shall be solely those of an unsecured
creditor of the Company. In no event shall the Company
be required to hold funds or other assets separate and
apart in respect of or to satisfy its obligations
hereunder, nor shall the Company ever be required or
deemed to be holding funds or assets in trust for the
benefit of the Director or his estate or beneficiary or
be required to hold any such funds or other assets as
security for the performance of its obligations
hereunder.
7. Non-Alienation. Neither the Director nor his
beneficiary or estate shall have the right in any
manner to sell, alienate, transfer, hypothecate,
assign, pledge or encumber any interest in the deferred
compensation account. Any attempt to sell, alienate,
transfer, hypothecate, assign, pledge or encumber the
deferred compensation account shall be void and of no
effect whatever.
8. Revocation. The Director may elect to receive on a
current basis any fees which would otherwise be
deferred and paid under the terms of this Agreement by
notifying the Company to that effect in writing.
However, such election for current payment of fees
shall apply only to fees due for periods after the
effective date of the notice; the payment of fees
theretofore deferred may not be accelerated and shall
become due and payable only in accordance with the
provisions of paragraphs 3 or 4 hereof.
9. Miscellaneous. This Agreement shall inure to the
benefit of and be binding upon the Company, its
successors and assigns, and the Director, his heirs,
administrators, executors, other personal
representatives and any beneficiary he may designate.
No amendments, modifications or additions to this
Agreement shall be binding unless in writing and signed
by the parties. This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts. The
section headings used in this Agreement are included
solely for convenience and shall not effect or be used
in connection with the interpretation of this
Agreement.
IN WITNESS WHEREOF, this Agreement has become effective as
of the date set forth above.
THE NEIMAN MARCUS GROUP, INC.
By s/Gary L. Countryman
Gary L. Countryman
s/Robert J. Tarr, Jr.