Neiman Marcus 2003 Annual Report Download - page 298

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.
5. 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 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 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.
6. 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 Restricted Stock Units. Any such adjustment made by the Committee shall be conclusive.
7. 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.
8. 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
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