Neiman Marcus 2003 Annual Report Download - page 302

or failure to comply with or enforce other personnel policies of the Corporation or any of its subsidiaries, (v) Optionee'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) Optionee'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), Optionee has been provided prior written notice of the failure and afforded a reasonable opportunity to correct.
In the event of the death or Eligible Retirement, as defined in Section 4(b), of the Optionee, the Option may be exercised
beyond three months after the date of termination of employment. The time during which the Option may be exercised in the case of
an Eligible Retirement is described in Section 4(b), and the time during which the Option may be exercised in the event of the death of
the Optionee is described in Section 5. The Optionee's death or Eligible Retirement shall be the only circumstances that shall result in
an extension of the exercise period beyond three months after the date of the Optionee's termination of employment with the
Corporation and its subsidiaries, regardless of whether such termination is voluntary or involuntary or for reasons of disability or
otherwise.
(b) The Optionee or the Permitted Transferee or Transferees, if any, may, at any time within twelve months after the
date of the Optionee's Eligible Retirement from the Corporation or any of its subsidiaries, but not later than the date of expiration of
the Option, exercise the Option to the extent the Optionee was entitled to do so on the date of Eligible Retirement. If the Option or
any portion of the Option is not so exercised, or if the Optionee or the Permitted Transferee or Transferees, if any, shall be deemed not
to be entitled to exercise it, the Option or unexercised portion thereof shall terminate. As used herein, "Eligible Retirement" shall
mean the termination of the Optionee's employment with the Corporation or any of its subsidiaries on or after the date as of which the
Optionee (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
Optionee's termination of employment shall not be an "Eligible Retirement" if the Committee shall find that the Optionee was
terminated on account of a "Cause Termination" as defined in Section 4(a).
(c) Nothing in the Plan or in this Agreement shall (i) confer on the Optionee any right to continue in the employ of the
Corporation or any of its subsidiaries; (ii) affect the right of the Optionee 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 Optionee and the Corporation or any of its subsidiaries; (iv) be construed as part of Optionee's entitlement to remuneration or
benefit pursuant to a contract of employment or otherwise or as compensation for past services rendered; (v) afford Optionee any
rights or additional rights to compensation or damages in consequence of the loss or termination of his or her office, employment, or
service with the Corporation or any of its subsidiaries; or (vi) entitle Optionee 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 exercise the Option in consequence of the loss or
termination of his or her office, employment, or
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