Neiman Marcus 2003 Annual Report Download - page 280

determination of the Employee's permanent disability according to paragraph (d) below, or the Employee's termination of
employment with the Corporation and all of its subsidiaries for any reason. Any such election shall be made by the
Employee on a form and in a manner acceptable to the Corporation at least twelve months prior to the Vesting Date and shall
be irrevocable as of the date that is twelve months prior to the Vesting Date.
(b) Subject to the provisions of paragraphs (c), (d) and (e) of this Section, upon termination of the Employee's
employment with the Corporation and all of its subsidiaries at a time when the Purchased Restricted Stock Units have not
vested, (i) the Employee shall have no rights whatsoever in and to any of the Purchased Restricted Stock Units; (ii) all the
Purchased Restricted Stock Units shall be forfeited to the Corporation and shall no longer be outstanding as of the date of
such termination of employment; (iii) neither the Employee nor any of his or her heirs, beneficiaries, executors,
administrators or other personal representatives shall have any rights with respect thereto; and (iv) the Corporation shall
refund to the Employee an amount equal to the lesser of (A) the Purchase Payment and (B) an amount equal to the number of
Purchased Restricted Stock Units multiplied by the average of the closing prices of a share of Common Stock on the New
York Stock Exchange over the ten most recent trading days preceding the date of termination of employment.
(c) If the Employee dies while in the employ of the Corporation or any of its subsidiaries, the Purchased
Restricted Stock Units then subject to this Award shall vest if not yet vested. The person or persons to whom the Employee's
rights under this Agreement are transferred by will or the laws of descent and distribution shall be entitled to receive, within
30 days after presentation to the Secretary of the Corporation of documentation acceptable to the Secretary establishing the
legal rights of such person or persons, a certificate representing a number of shares of Common Stock equal to the number of
Purchased Restricted Stock Units then subject to this Award.
(d) If while in the employ of the Corporation or any of its subsidiaries the Employee shall become
permanently disabled such that the Employee will be unable to return to his or her employment with the Corporation or its
subsidiaries (as shall be conclusively determined by the Employee Benefits Committee of the Corporation), the Purchased
Restricted Stock Units then subject to this Award shall vest if not yet vested. Within 30 days after the determination of such
permanent disability, the Corporation shall issue to the Employee a certificate representing a number of shares of Common
Stock equal to the number of Purchased Restricted Stock Units then subject to this Award.
(e) If the Employee terminates employment with the Corporation and all of its subsidiaries prior to the
Vesting Date on account of his or her Eligible Retirement, then a portion of the Purchased Restricted Stock Units then subject
to this Award shall vest, with the number to be determined by multiplying the number of Purchased Restricted Stock Units
then subject to this Award by a fraction, the numerator of which is the number of completed months from November 20,
2002 through the date of Eligible Retirement and the denominator of which is 36. Within 30 days after the date of such
Eligible Retirement, the
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