Neiman Marcus 2003 Annual Report Download - page 291

transfer agent, Mellon Investor Services LLC (the "Registrar"), to debit from the restricted stock account established in the name of
the Employee all shares of Common Stock previously credited to such account pursuant to the 2002 Restricted Stock Agreement
effective as of the date hereof.
2. Grant of Restricted Stock Units. The Corporation hereby grants to the Employee Restricted Stock Units
(the "Award"), subject to the vesting schedule described in Section 5 and the requirement that the Restricted Stock Units may be
forfeited to the Corporation under the circumstances set forth in that Section.
3. No Rights as Equity Owner. This Award of Restricted Stock Units shall not entitle the Employee to any voting rights,
rights upon liquidation or other rights of owners of the Corporation unless and until shares of Common Stock are issued to the
Employee as provided herein.
4. Dividend Equivalent Rights. In the event a cash dividend is paid on the Common Stock while the Employee holds
undistributed Restricted Stock Units that have not been forfeited, whether or not then vested, the Corporation shall pay to the
Employee a cash payment equal to the dividend that would have been received by the Employee had the number of shares of Common
Stock represented by the Restricted Stock Units been issued and outstanding in the name of the Employee on the record date
established for such dividend.
5. Vesting of Restricted Stock Units and Distribution of Common Stock; Termination of Employment; Death; Disability; or
Retirement.
(a) The Restricted Stock Units granted hereunder shall vest on November 20, 2005 if and only if the
Employee is on such date an employee of the Corporation or one of its subsidiaries (the "Vesting Date"). On the Vesting
Date, the Corporation shall issue to the Employee a certificate representing a number of shares of Common Stock equal to the
number of Restricted Stock Units then subject to this Award; provided, however, that the Employee shall have the right to
elect to defer the distribution of all or a portion of the shares of Common Stock issuable to the Employee on the Vesting Date
until a date (the "Deferred Distribution Date") selected by the Employee that is at least one year later than the Vesting Date
but on or before the fifth anniversary of the Vesting Date, in which event the Corporation shall issue a certificate representing
the number of shares of Common Stock subject to such election on the Deferred Distribution Date or, if earlier, as soon as
practicable following the date of the Employee's death, a 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 Restricted Stock Units have not vested, (i) the
Employee shall have no rights
2