Neiman Marcus 2003 Annual Report Download - page 292

whatsoever in and to any of the Restricted Stock Units; (ii) all the Restricted Stock Units shall be forfeited to the Corporation
and shall no longer be outstanding as of the date of such termination of employment; and (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.
(c) If the Employee dies while in the employ of the Corporation or any of its subsidiaries, the 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 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 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 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 Restricted Stock Units then subject to this
Award shall vest, with the number to be determined by multiplying the number of 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
Corporation shall issue to the Employee a certificate representing a number of shares of Common Stock equal to such
number of vested Restricted Stock Units. The remaining Restricted Stock Units subject to this Agreement shall be treated in
the same manner as unvested 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."
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