Neiman Marcus 2003 Annual Report Download - page 281

Corporation shall issue to the Employee a certificate representing a number of shares of Common Stock equal to such
number of vested Purchased Restricted Stock Units. The remaining Purchased Restricted Stock Units subject to this
Agreement shall be treated in the same manner as unvested Purchased Restricted Stock Units subject to the provisions of
Section 5(b). For purposes of this Agreement, "Eligible Retirement" shall mean the termination of the Employee's
employment with the Corporation and all of its subsidiaries on or after the date as of which the Employee (i) is eligible for a
normal retirement benefit on account of reaching normal retirement age under the terms of The Neiman Marcus Group, Inc.
Retirement Plan (or a successor plan), or (ii) is not less than age 55 and has not less than twenty (20) years of vesting or
credited service under the terms of The Neiman Marcus Group, Inc. Retirement Plan (or a successor plan); provided that the
Employee's termination of employment shall not be an "Eligible Retirement" if the Committee shall find that the Employee
was terminated on account of "Cause."
For purposes of this Agreement, "Cause" shall mean, in the Committee's reasonable judgment, (i) a breach of duty
by the Employee in the course of his or her employment involving fraud, acts of dishonesty (other than inadvertent acts or
omissions), disloyalty, or moral turpitude, (ii) conduct that is materially detrimental to the Corporation or any of its
subsidiaries, monetarily or otherwise, or reflects unfavorably on the Corporation or any of its subsidiaries or the Employee,
(iii) the Employee's failure to comply with or enforce the Corporation's or any of its subsidiaries' policies concerning equal
employment opportunity, including engaging in sexually or otherwise harassing conduct, (iv) the Employee's repeated
insubordination or failure to comply with or enforce other personnel policies of the Corporation or any of its subsidiaries, (v)
the Employee's failure to devote his or her full working time and best efforts to the performance of his or her responsibilities
to the Corporation or its subsidiaries, or (vi) the Employee's conviction of or entry of a plea agreement or consent decree or
similar arrangement with respect to, a felony, other serious criminal offense, or any violation of federal or state securities
laws; provided, however, that with respect to items (iv) and (v), the Employee has been provided prior written notice of the
failure and afforded a reasonable opportunity to correct.
6. No Guarantee of Employment. Nothing in the Plan or in this Agreement shall (i) confer on the Employee any
right to continue in the employ of the Corporation or any of its subsidiaries; (ii) affect the right of the Employee or the Corporation or
any of its subsidiaries to terminate the employment relationship at any time; (iii) be deemed a waiver or modification of any provision
contained in any agreement between the Employee and the Corporation or any of its subsidiaries; (iv) be construed as part of the
Employee's entitlement to remuneration or benefit pursuant to a contract of employment or otherwise or as compensation for past
services rendered; (v) afford the Employee any rights or additional rights to compensation or damages as a consequence of the loss or
termination of his or her office; or (vi) entitle the Employee to any compensation or damages for any loss or potential loss which he or
she may suffer by reason of being or becoming unable to vest in the Purchased Restricted Stock Units as a consequence of the loss or
termination of his or her office, employment, or service with the Corporation or any of its subsidiaries. A cessation
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