Neiman Marcus 2003 Annual Report Download - page 282

of the Employee's employment by reason of a leave of absence of not more than six months approved by the Corporation shall not be
deemed a termination of employment.
7. Changes in Common Stock. In the event of any reorganization, recapitalization, stock split, stock dividend, merger,
consolidation, combination of shares or other change affecting the Common Stock, the Committee shall make such adjustments as it
may deem appropriate with respect to the Purchased Restricted Stock Units. Any such adjustment made by the Committee shall be
conclusive.
8. Tax Withholding. The Corporation shall take any steps it deems necessary or desirable to satisfy any obligations
imposed by a Federal, state, local or other governmental entity to withhold taxes; provided, however, that in furtherance of satisfying
such withholding obligations, the Employee shall have the right (by delivering written notice to the Secretary of the Corporation no
less than 30 days nor more than 60 days prior to the date of distribution) to have a number of whole shares of Common Stock withheld
by the Corporation from the shares to be issued upon distribution, or to tender to the Corporation other whole shares of Common
Stock, with a value not to exceed the statutory minimum tax withholding obligation. In addition, the Employee and/or his or her
beneficiary (including his or her estate) shall bear all taxes on amounts paid under the Plan to the extent no taxes are withheld,
irrespective of whether withholding is required.
9. Interpretation of Plan and this Agreement. This Agreement is being entered into pursuant to the Plan and shall be
governed in all respects by the terms and provisions of the Plan, which are incorporated herein by this reference. In the case of any
inconsistency between the Plan and this Agreement, the Plan provisions shall control. Capitalized terms used and not defined in this
Agreement shall have the respective meanings given them in the Plan. As used herein the term "employee" shall mean an employee
of the Corporation or of any subsidiary of the Corporation, and members of the Board, and the term "subsidiary of the Corporation"
shall mean a subsidiary corporation as defined in Section 424 of the Internal Revenue Code of 1986, as amended. In all respects,
questions of interpretation and application of the Plan and of this Agreement shall be determined by a majority of the Committee, as it
may from time to time be constituted, and the determinations of such majority shall be final and binding upon all persons.
10. Choice of Law; Exclusive Forum; Consent to Jurisdiction; Waiver of Right to Contest Removal and to Jury Trial. The
validity, performance and enforceability of this Agreement shall be determined and governed by the laws of the State of Texas,
without regard to its conflict of laws principles. The exclusive forum for any action concerning this Agreement or the transactions
contemplated hereby shall be in a court of competent jurisdiction in Dallas County, Texas, with respect to a state court, or the Dallas
Division of the United States District Court for the Northern District of Texas, with respect to a federal court. THE EMPLOYEE
HEREBY CONSENTS TO THE EXERCISE OF JURISDICTION OF A COURT IN THE EXCLUSIVE FORUM AND WAIVES
ANY RIGHT HE OR SHE MAY HAVE TO CHALLENGE OR CONTEST THE REMOVAL AT ANY TIME BY THE
CORPORATION TO FEDERAL COURT OF ANY SUCH ACTION HE OR SHE MAY BRING AGAINST IT IN STATE COURT.
THE EMPLOYEE AND THE CORPORATION FURTHER HEREBY MUTUALLY WAIVE THEIR
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