EXHIBIT 10.7
THE NEIMAN MARCUS GROUP, INC.
SUPPLEMENTARY EXECUTIVE MEDICAL PLAN
AND
SUMMARY PLAN DESCRIPTION
(Restated as of August 1, 1993)
I. Purpose.
The Neiman Marcus Group, Inc. hereby establishes this Supplementary Executive
Medical Plan (the "Plan"), effective August 27, 1987, to reimburse Eligible
Employees of The Neiman Marcus Group, Inc., Bergdorf Goodman, Inc. and Contempo
Casuals (collectively referred to herein as the "Company") for those medical,
dental, and optical expenses which are not covered by The Neiman Marcus Group,
Inc. Benefit Program (the "Basic Plan") (with the exception of benefits reduced
or denied because of a failure to comply with the utilization Review Program).
This document together with the materials issued by the organization or
organizations issuing the policies governing the insurance coverage offered
under this Plan (the "Insurance company") constitute the Summary Plan
Description of the Plan.
II. Administration.
The Neiman Marcus Group, Inc. Employee Benefits Committee will be the Plan
"Administrator," and will 'administer the Plan in all of its details, subject,
however, to ERISA. The Administrator will have all those powers necessary to
carry out the terms of the Plan including, but not limited to, the power to make
and enforce such rules as it deems necessary or proper for the efficient
administration of the Plan, to interpret the Plan, to decide all questions
concerning the eligibility of any person to participate in the Plan, to appoint
such agents, counsel, and consultants as it deems necessary to assist in
administering the Plan, and to allocate and delegate, by written instrument, its
duties and responsibilities.
III. Eligibility.
A. Eligible Employee.
An employee is an "Eligible Employee" if he is an officer of The Neiman
Marcus Group, Inc. for the purposes of Section 16 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder and is not also an officer for
those same purposes of Harcourt General, Inc. An Eligible Employee's Family
Members are covered if they meet the eligibility qualifications described below.
B. Eligible Family Members.
An Eligible Employee's Family Members include his spouse and unmarried
children who are less than 19 years of age (or less than 24 years of age if a
full-time student in an accredited
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educational institution and dependent upon the Eligible Employee for support).
Stepchildren, foster children and legally adopted children may be covered on the
same basis, provided they depend upon the Eligible Employee for support and
maintenance. Eligibility will be determined by the Insurance Company upon
approval of a completed Dependent Child Eligibility Questionnaire available from
the Administrator. An unmarried dependent child who is physically or mentally
incapable of self-support may continue to be covered under this Plan beyond the
age at which coverage would otherwise end.
C. When Coverage Begins.
Eligible Employees and their Family Members are covered as of the first
day of the Eligible Employee's employment with the Company as an Eligible
Employee or, if later, the date the Eligible Employee has in effect an election
under The Neiman Marcus Group, Inc. Choice Pay Plan to receive medical and
dental benefits under the Basic Plan (which includes HMO Coverage). An Eligible
Employee who retirees from the Company may elect to continue coverage under this
Plan. Any such retiree must be enrolled in The Neiman Marcus Group, Inc. Retiree
Medical Plan (the "Retiree Medical Plan") in order to be covered under this
Plan.
D. Cost of Coverage.
There is no cost to active employees for the supplementary coverage
afforded under this Plan in addition to the Basic Plan Cost. The cost to
retirees for the supplementary coverage afforded under this Plan is two times
the Basic Plan Cost for active employees in addition to the Retiree Medical Plan
Cost. Retirees shall pay such costs on an after tax basis.
E. When Coverage Ends.
An Eligible Employee's coverage terminates on the earliest of the
following to occur:
o He ceases to be an Eligible Employee;
o The provisions of the Insurance Policy governing the insurance for
Eligible Employee terminate;
o He ceases to have in effect an election under The Neiman Marcus
Group, Inc. Choice Pay Plan to receive medical benefits under the
Basic Plan.
o His employment terminates, as described below:
For purposes of this Plan, employment will be considered to terminate
when the Eligible Employee is no longer engaged in work on a full-time
basis for the Company. However, under the following circumstances,
coverage will be continued as noted:
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<Table>
<Caption>
Type of Absence
from Full-Time Work Time Limit on Coverage
------------------- ----------------------
Leave of absence or End of the policy month
temporary layoff, for following the policy month
reasons other than in which the Eligible
disability Employee ceased to be
actively engaged in work
on a full-time basis
Disability, part-time For as long as the Plan
employment, or and the insurance policy
retirement providing coverage under
the Plan remain in effect,
no time limit
</Table>
Coverage for Family Members terminates on the earliest of the following
to occur:
o The Eligible Employee's coverage terminates;
o The provisions of the insurance policy governing the insurance for
the Family Member terminate;
o The Family Member no longer qualifies for coverage under the
eligibility provisions of this Plan.
Section X describes certain circumstances under which coverage may be
continued.
IV. Plan Benefits.
Under this Plan, an Eligible Employee will be reimbursed for eligible medical,
dental or optical expenses incurred by the Eligible Employee and Family Members
which are not paid by the Basic Plan. The Plan will provide benefits up to a
family maximum of $10,000 each calendar year, determined in the same manner as
the benefits paid under the Basic Plan. Eligible expenses are as follows:
A. Medical Expenses.
Covered medical expenses are the reasonable and customary charges for
medical services or supplies recommended by a physician which are
essential for the necessary care and treatment of an injury, illness,
or pregnancy. Eligible expenses include, but are not limited to, the
following:
o Hospital room and board
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o Other hospital services and supplies - such as operating room,
intensive care, X-rays, laboratory tests, etc.
o Doctors' services - surgery; home, office, and hospital visits;
etc.
o Nursing care - private duty nursing by a registered graduate nurse
or a licensed vocational nurse
o Physiotherapy - treatment by a physiotherapist. Ambulance service
o Anesthetics and their administration
o Diagnostic X-rays and laboratory examinations
o X-ray and radium treatments
o Hearing aids and examinations
o Convalescent nursing home care
o Psychiatry
o Prescription drugs and other medical supplies
o Physical examinations
B. Dental Expenses.
Covered dental expenses are the reasonable and customary charges of a
dentist for services and supplies employed in the treatment of dental conditions
in accordance with accepted standards of dental practice. Eligible expenses
include but are not limited to, the following:
o Scaling and polishing teeth
o Diagnostic X-rays
o Fillings
o Fluoride treatment
o Oral surgery
o Root canal therapy
o Extractions
o Space maintainers
o Periodontal (gum) procedures
o Inlays
o Bridges
o Dentures
o Crowns
o Crown, bridgework and denture repair
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o Orthodontia
C. Optical Expenses.
Eligible Employees will receive reimbursement for reasonable costs
associated with necessary services and supplies for the treatment of optical
conditions for the Eligible Employee and the Eligible Employee's Family Members.
Covered optical expenses will include eye examinations performed by a licensed
ophthalmologist, M.D., or an optometrist, 0.0., and prescribed lenses and
frames, including contact lenses.
D. Utilization Review Program.
The utilization review requirements under the Basic Plan are applicable
to the Plan. Any failure to comply with such utilization review requirements
will result in a reduction or denial of benefits under the Plan in the same
manner as would apply under the Basic Plan.
V. Coordination with Other Plans.
When an Eligible Employee is covered under more than one group plan (or has
coverage under Medicare), benefits under all plans will be coordinated so that
the total benefit an Eligible Employee receives will not exceed 100% of the
eligible expenses described in section IV. The primary plan (as defined below)
pays its benefits without regard to other plans. The secondary plan adjusts its
benefit so as not to exceed total eligible expenses. If Family Members are
covered under another group plan, making this Plan the secondary payor, expenses
for that dependent will be covered under the provisions of the basic Plan before
coverage is provided under this Plan.
A plan without a coordinating provision is always the primary plan. If all plans
have such a provision:
o The plan covering the patient as an employee (rather than a dependent)
is primary and others are secondary.
o If a child is covered under more than one plan, the following birthday
rule will apply:
(a) The benefits of the plan of the parent whose birthday
falls earlier in a year are determined before those of the plan of the parent
whose birthday falls later in that year;
(b) but if both parents have the same birthday, the benefits
of the plan which covered the parent longer are determined before those of the
plan which covered the other parent for a shorter period of time.
However, if the other plan does not have the rules described in (a) and
(b) above, but instead has a rule based upon the gender of the parent, and if,
as a result, the plans do not agree on the order of benefits, the rules in the
other plan will determine the order of benefits.
o If none of the above rules applies, the plan covering the patient
longest is primary.
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o Where required by law, this Plan shall be primary to Medicare. "primary
to Medicare" means that the benefits under the Plan are paid before
Medicare determines its obligation, if any, to pay benefits as a
secondary payor. In all other cases, Medicare will be the primary
coverage.
VI. General Exclusions.
This Plan will not pay benefits:
1. for anything not ordered by a physician or not necessary for
medical care;
2. that would be furnished by or for the U.S. Government, or any
government unless payment is legally required:
3. if the individual is, or could be, covered under any
governmental program or law (except Medicare);
4. for services or supplies received as a result of an act of war
occurring while covered;
5. for expenses that are a result of an accident or sickness
covered under Workers' Compensation or similar law;
6. for services or supplies for which there is no charge or
requirement to pay;
7. for expenses in connection with cosmetic surgery, unless due
to an accident which occurs while the individual is covered by
this Plan;
8. for the portion of a charge for a supply or service in excess
of the reasonable and customary charge (i.e., the prevailing
charge in the area for a similar supply or service performed
by a person of similar training and experience);
9. for the portion of expenses not reimbursed under the Basic
Plan because of a failure to use the Pre-Admission and
Concurrent Review Service and/or Second Surgical Opinion
Programs;
10. charges in connection with any procedure which is considered
experimental or investigational;
11. in connection with eye surgery, such as radial keratotomy,
when the primary purpose is to correct myopia
(nearsightedness), hyperopia (farsightedness), or astigmatism
(blurring);
12. in connection with actual or attempted impregnation or
fertilization by any means involving parental or surrogate
donors or recipients;
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13. in connection with gender reassignment (sex change) surgery.
VII. Procedure For Filing a Claim.
A. Family Enrollment and Authorization Form.
Completion of the Family Enrollment and Authorization Form available
from the Administrator is the means by which an Eligible Employee authorizes
processing of claims under both basic and supplemental health care plans. On a
specified date of each year Eligible Employees will be requested to complete one
of these forms to update the Insurance Company's records.
B. How to File a Claim.
A claim should be filed as soon as an Eligible Employee or a Family
Member has accumulated expenses which are covered under the Basic Plan and/or
this Plan amounting to $250 or more. To file a claim, an Eligible Employee must
complete the appropriate claim form showing the name of each individual for whom
invoices are submitted, and mail it with the invoices to the Insurance Company's
claims office. Dental claim forms require completion by the dentist providing
service as well.
The HEALTHLINE service requires notification and approval before
planned in-patient hospitalization.
C. Information Needed On Each Invoice.
The Insurance Company's claims office can administer the claim using
the service provider's (doctor's, dentist's, hospital's, etc.) invoice as long
as it contains the following information:
o Eligible Employee's name
o Eligible Employee's social security number
o Patient's full name
o Name of provider (doctor, dentist, hospital, etc.)
o Date or dates the service was rendered or purchase was made
o Type of service or supply furnished
o Itemized charge for service or supply furnished
o Nature of the sickness or injury (i.e., diagnosis or medical complaint)
o Prescription number or name of medication if for drug or medicine
"Balance due" invoices do not contain enough information for the proper
processing of a claim. For the same reason, drug store cash register receipts or
labels from containers do not constitute adequate documentation for prescription
invoices for claims-paying purposes.
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D. Payments.
Payments will be made directly to the Eligible Employee unless he has
indicated on the claim form that payments should be made to the service
provider. (An assignment form is sometimes supplied by the service provider for
this purpose.)
Eligible Employees will be notified when they are nearing their Plan
payment limit when accumulated payments under the Plan approximate $9,000. Such
Eligible Employees will, of course, still be entitled to the remaining $1,000 of
coverage.
E. Claims Appeal.
If an Eligible Employee thinks his benefit payment or any non- payment
was partially or wholly incorrect, he may file a claim in writing with the
Administrator. If any such claim for Plan benefits is denied, in whole or in
part, the Eligible Employee will receive a written notice from the Administrator
containing (i) specific reasons for the denial, (ii) specific references to
pertinent Plan provisions, (iii) a description of any additional material or
information necessary to perfect the claim and an explanation of why such
material or information is necessary and (iv) information as to the steps to be
taken if the Eligible Employee wishes to submit a request for review. Such
notification will be given within 90 days after the claim is received by the
Administrator (or within 180 days, if circumstances require an extension of time
for processing the claim, and if written notice of such extension and
circumstances is given to the Eligible Employee within the initial 90-day
period). If such notification is not given within such period, the claim will be
considered denied as of the last day of such period and the Eligible Employee
may request a review of his claim.
Within 60 days after the date on which an Eligible Employee receives a
written notice of a denied claim (or, if applicable, within 60 days after the
date on which such denial is considered to have occurred), he (or his duly
authorized representative) may (i) file a written request with the Administrator
for a review of his denied claim and of pertinent documents and (ii) submit
written issues and comments to the Administrator. The Administrator will notify
the Eligible Employee of its decision in writing. Such notification will contain
specific references to pertinent Plan provisions. The decision on review will be
made within 60 days after the request for review is received by the
Administrator (or within 120 days, if special circumstances require an extension
of time for processing the request, such as an election by the Administrator to
hold a hearing, and if written notice of such extension and circumstances is
given to the Eligible Employee within the initial 60-day period). If the
decision on review is not made within such period, the claim will be considered
denied.
F. Identification Card.
Upon receipt of the Family Enrollment and Authorization Form available
from the Administrator, plan identification cards will be sent to the Eligible
Employee and his Family Members.
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G. Right of Reimbursement.
Any right of reimbursement out of third-party recoveries for benefits
provided under the Basic Plan shall apply with respect to third-party recoveries
for benefits provided under the Plan.
VIII. ERISA Rights.
As participants in the Plan, Eligible Employees are entitled to certain rights
and protections under ERISA. ERISA provides that all Plan participants shall be
entitled to:
o Examine, without charge, at the Administrator's office or at other
specified locations, such as worksites, all Plan documents, including
group insurance contracts, and copies of all documents filed by the
Committee with the U.S. Department of Labor, such as detailed annual
reports, and Plan descriptions.
o Obtain copies of all Plan documents and other Plan information upon
written request to the Administrator.
o Receive a summary of the Plan's annual financial reports. The
Administrator will furnish each participant with a copy of each summary
annual report.
In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the Plan. The people who
operate the Plan, called "fiduciaries" of the Plan, have a duty to do so
prudently and in the interest of Plan participants and beneficiaries. No one
including the Company or any other person may fire or otherwise discriminate
against an Eligible Employee in any way to prevent him from obtaining a benefit
or exercising his rights under ERISA. If an Eligible Employee's claim for a
benefit is denied, in whole or in part, he will receive a written explanation of
the reason for the denial. An Eligible Employee has the right to have the
Administrator review and reconsider his claim.
Under ERISA, there are steps an Eligible Employee can take to enforce the above
rights. For instance, if an Eligible Employee requests materials from the Plan
and does not receive them within 30 days, he may file suit in a federal court.
In such a case, the court may require the Administrator to provide the materials
and pay the Eligible Employee up to $100 a day until he receives the materials,
unless the materials were not sent because of reasons beyond the control of the
Administrator.
If an Eligible Employee has a claim for benefits which is denied or ignored, in
whole or in part, he may file suit for such benefits in a state or federal
court.
If it should happen that Plan fiduciaries misuse the Plan's money, or if an
Eligible Employee is discriminated against for asserting his rights, he may seek
assistance from the U.S. Department of Labor, or he may file suit in a federal
court. The court will decide who should pay court costs and legal fees. If the
Eligible Employee is successful, the court may order the person he has sued to
pay these costs and fees. If the Eligible Employee loses, the court may order
him to pay these costs and fees, for example, if it finds the claim to be
frivolous.
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If an Eligible Employee has any questions about this Plan, he should contact the
Administrator. If an Eligible Employee has any questions about this statement or
about his rights under ERISA, he should contract the nearest Area Office of the
U.S. Labor- Management Services Administration, Department of Labor.
IX. Miscellaneous.
A. Employment Not Guaranteed.
Nothing contained in this Plan nor any action taken hereunder shall be
construed as a contract of employment or as giving any Eligible Employee any
right to be retained in the employ of the Company. Accordingly, subject to the
terms of any written employment agreement to the contrary, the Company shall
have the right to terminate or change the terms of employment of an Eligible
Employee at any time and for any reason whatsoever, with or without cause.
B. Amendment and Termination.
The Company shall at all times have the power to amend or terminate the
Plan, any such amendment or termination to take effect retroactively if the
Company so provides. The Company shall also have the right to change the entity
serving as the Insurance Company. No such change, amendment or termination,
however, will adversely affect the rights of Eligible Employees and Family
Members to benefits to which they have already become entitled prior to the
amendment or termination.
C. Plan Sponsor.
The Neiman Marcus Group, Inc. Supplementary Executive Medical Plan is
sponsored by The Neiman Marcus Group, Inc., with headquarters at 27 Boylston
Street, Chestnut Hill, MA 02167; Telephone: (617) 232-0760.
Company Identification Number 04-2980655
Plan Number 50
D. The Insurance Company.
Benefits provided under the Plan are currently insured under a policy
issued by The Aetna Life Insurance Company (the "Insurance company").
E. Plan Administrator.
The Plan Administrator is The Neiman Marcus Group, Inc. Employee
Benefits committee, 27 Boylston Street, Chestnut Hill, MA 02167; Telephone:
(617) 232-0760.
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F. Type of Plan and Plan Year.
The Plan is a welfare plan. The Plan Year is the period beginning
August 27, 1987 and ending July 30, 1988, and the twelve-month period ending the
Saturday nearest each July 31 thereafter, with the exception of the 1990 Plan
Year which ended August 4, 1990.
G. Plan Documents.
This document is a Summary Plan Description and part of the official
Plan document. The Plan document also consists of the policy and other materials
issued by the Insurance Company furnishing coverage for benefits provided under
the Plan.
H. Legal Process.
The agent for service of legal process is The Neiman Marcus Group, Inc.
Employee Benefits Committee, 27 Boylston Street, Chestnut Hill, MA 02167.
I. Plan Administrator's Discretion.
To the fullest extent permitted by law, the Plan Administrator shall
have the discretion to determine all matters relating to eligibility, coverage
or benefits under the Plan, and the Plan Administrator shall have the discretion
to determine all matters relating to the interpretation and operation of the
Plan. Any determination by the Plan Administrator shall be final and binding, in
the absence of clear and convincing evidence that the Plan Administrator acted
arbitrarily and capriciously.
X. Notice Concerning continuation of Coverage under COBRA.
This notice is intended to inform you, in a summary fashion, of your rights and
obligations under the continuation coverage provisions of federal law ("COBRA").
(Both you and your spouse should take the time to read this notice carefully.)
If you are an Eligible Employee covered by the Plan, you have a right to choose
this continuation coverage if you lose your health coverage under the Plan
because of a reduction in your hours of employment or the termination of your
employment (for reasons other than gross misconduct on your part).
If you are the spouse of an Eligible Employee covered by the Plan, you have the
right to choose continuation coverage for yourself if you lose group health
coverage under the Plan for any of the following four reasons:
1. The death of your spouse;
2. A termination of your spouse's employment (for reasons other
than gross misconduct) or reduction in your spouse's hours of
employment;
3. Divorce or legal separation from your spouse; or
4. Your spouse becomes entitled to Medicare.
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In the case of a dependent child of an Eligible Employee covered by the Plan, he
or she has the right to continuation coverage if group health coverage under the
Plan is lost for any of the following five reasons:
1. The death of a parent;
2. The termination of a parent's employment (for reasons other
than gross misconduct) or reduction in a parent's hours of
employment with the Company;
3. Parent's divorce or legal separation;
4. A parent becomes entitled to Medicare; or
5. The dependent ceases to be a "dependent child" under the Plan.
Under the law, the employee or a family member has the responsibility to inform
the Plan Administrator within 60 days of a loss of coverage through a divorce,
legal separation, or a child losing dependent status under the Plan. The Company
has the responsibility to notify the Plan Administrator of the employee's death,
termination of employment or reduction in hours, Medicare eligibility or a
proceeding under Title 11, United States Code involving the Company.
When the Plan Administrator is notified that one of these events has happened,
the Plan Administrator will in turn notify you that you have the right to choose
continuation coverage. Under the law, you have at least 60 days from the date
you would lose coverage because of one of the events described above to inform
the Plan Administrator that you want continuation coverage.
If you do not choose continuation coverage, your coverage under the Plan will
end.
If you choose continuation coverage, the Company is required to give you
coverage which, as of the time coverage is being provided, is identical to the
coverage provided under the Plan to similarly situated Eligible Employees or
family members. The law requires that you be afforded the opportunity to
maintain continuation coverage for 3 years unless you lost coverage under the
Plan because of termination of employment or reduction in hours. In that case,
the required continuation coverage period is 18 months.
If a second event entitling you to choose continuation coverage occurs within
that 18-month period, the continuation period is three years from the date
employment terminated or hours were reduced.
Rights similar to those described above may, in certain instances, apply to
retirees, spouses and dependents if an employer is involved in a proceeding
under Title 11, United States Code, and those individuals lose health coverage
as a result of that proceeding.
Special rules apply to a "qualified beneficiary" under COBRA who is determined
under Title II (OASDI) or Title XVI (SSI) of the Social security Act to have
been disabled at the time of the qualifying event of termination of employment
or reduction in hours of employment and is still disabled at the end of the
18-month continuation period. In that case, the qualified beneficiary is
entitled to 29 months (as opposed to 18 months) of continuation coverage from
the date employment terminated or hours were reduced, but only if the qualified
beneficiary notifies the
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Company that he or she has been determined to be disabled under either of those
titles of the Social Security Act within 60 days after the date of such a
determination of Social Security disability and before the end of the 18th month
period of continuation coverage. The qualified beneficiary must also notify the
Company within 30 days of the date of any final determination under the Social
Security Act that he or she is no longer disabled. Furthermore, during the
period after the 18th month through the 29th month of continuation coverage, the
monthly premium cost to such a qualified beneficiary will be increased to 150%
of the applicable premium relating to continuation coverage.
However, the law also provides that your continuation coverage may be cut short
for any of the following four reasons:
(1) The Company no longer provides group health coverage to any of
its employees;
(2) The premium for your continuation coverage is not paid on a
timely basis as required by the Health Plan;
(3) You become covered under any other group health plan (as an
employee or otherwise) which does not contain any exclusion or
limitation with respect to any preexisting condition of yours;
(4) You become entitled to Medicare.
Failure to pay any required premium on a timely basis will result in the
permanent termination of continuation coverage.
You do not have to show that you are insurable to choose continuation coverage.
However, as discussed above, you will have to pay all the required premiums for
your continuation coverage. The law also says that, at the end of the 18-month
or 3-year continuation coverage period, you must be allowed to enroll in an
individual conversion health plan if such an individual conversion health plan
is otherwise generally available under the Health Plan.
XI. Governing Law.
The Plan will be construed, administered and enforced according to the laws of
the Commonwealth of Massachusetts to the extent such laws are not preempted by
ERISA.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer this 18th day of October, 1993.
THE NEIMAN MARCUS GROUP, INC.
By: /s/ Robert J. Tarr, Jr.
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