Common use of Program Relationship Managers; Program Team Clause in Contracts

Program Relationship Managers; Program Team. (a) The NMG Companies and Bank shall each appoint one Program relationship manager (each, a “Manager”). The Managers shall exercise day-to-day operational oversight of the Program, subject to the actions and decisions of the Management Committee, and coordinate the partnership efforts between the NMG Companies and Bank, shall report to the designees on the Management Committee of the Party appointing such Manager and shall conduct their Program responsibilities in accordance with the actions and decisions of the Management Committee. The NMG Companies and Bank shall endeavor to provide stability and continuity in the Manager positions and each Party’s other Program personnel. (b) The initial Manager of the NMG Companies is set forth in Schedule 3.3. (c) The initial Manager of Bank is set forth in Schedule 3.3. The Bank’s Manager shall report directly to the Bank’s Managing Director-Client Relations. The Bank’s Manager’s performance-based compensation shall be based upon the Program Objectives and other specific annual targets and objectives set by the Management Committee, including Program profitability targets. The appointment of a new Manager by Bank is subject to the prior approval of NMG. With respect to future Bank Manager candidates, Bank shall seek to propose candidates with substantial Program relevant experience, including experience with the department store industry, comparable customer demographics and loyalty programs. (d) Bank shall maintain a Program team having Competitive expertise and experience and meeting the requirements and specifications set forth in Schedule 3.3. No member of the Bank’s Program team shall be reassigned to any program operated by Bank or any of its Affiliates pursuant to any agreement or arrangement with any retail store competitor designated annually by the Management Committee, including those listed in Schedule 3.3(d), without the approval of NMG.

Program Relationship Managers; Program Team. (a) The NMG Companies Company and the Bank shall each appoint one full-time employee as Program relationship manager (each, a “Manager”). The Managers shall exercise day-to-day operational oversight of the Program, subject to including the actions and decisions review, execution and/or approval (or disapproval) of the Management Committeeall Manager Matters, and coordinate the partnership efforts between the NMG Companies Company and the Bank, shall report to the designees on the Management Marketing Committee and Strategic Operating Committee of the Party appointing such Manager and shall conduct their Program responsibilities in accordance with the actions and decisions of the Management CommitteeStrategic Operating Committee made in compliance with the provisions of this Agreement. Managers will collaborate to determine regular meeting dates, reporting requirements, management processes, and critical business issues that should be brought to the Strategic Operating Committee in accordance with Section 3.2(d)(ii)(B). The NMG Companies Managers shall evidence approval of any Manager Matter by a writing signed by each Manager. The Managers shall also execute the annual business plan for the Program. The Company and the Bank shall endeavor to provide stability and continuity in the Manager positions and each Party’s other Program personnel. (b) The initial Manager of the NMG Companies Company is set forth in Schedule 3.3. (c) The initial Manager of the Bank is set forth in Schedule 3.3. The Bank’s Manager shall report directly to the Bank’s Managing Director-Client Relations. The Bank’s Manager’s performance-based (****) compensation shall be based upon the Program Objectives and other specific annual targets and objectives set by the Management Committee, including Program profitability targets. The appointment of a new Manager by Bank is subject to the prior approval of NMG(****). With respect to future Bank Manager candidates, the Bank shall seek to propose candidates with substantial Program relevant experience, including experience with the department store industryretail businesses, private label credit card programs, ecommerce initiatives, comparable customer demographics and loyalty programs. (****) The Bank shall regularly consult with the Company regarding the performance of the Bank’s Manager and shall consider in good faith any issues of concern raised by the Company with respect to the Bank’s Manager. (d) The Bank shall maintain a Program team having Competitive expertise and experience and meeting the requirements and specifications set forth in Schedule 3.3. No member of the Bank’s Program team shall be reassigned to any program operated by the Bank or any of its Affiliates pursuant to any agreement or arrangement with any retail store competitor designated annually by the Management CommitteeComparable Partner Program, including those listed in Schedule 3.3(d1.1(c), without the approval of NMGthe Company, until one (1) year following the expiration or termination of this Agreement. For purposes of this Section 3.3(d), the program pursuant to the ▇▇▇▇ Program Agreement shall not be considered a Comparable Partner Program. (e) The Bank shall make available to the Program the resources identified on Schedule 3.3(e) (collectively, the “Key Program Management Resources”). The Bank shall endeavor to provide stability and continuity in its Key Program Management Resources. The Bank shall notify the Company promptly in the event any of its Key Program Management Resources shall cease to act as such. The Bank shall regularly consult with the Company regarding the performance of its Key Program Management Resources and shall consider in good faith any issues of concern raised by the Company with respect to its Key Program Management Resources. (f) The parties shall work in good faith to establish by mutual agreement appropriate protocols not inconsistent with the terms of this Agreement to the extent reasonably necessary to facilitate the management of the Program.