Neiman Marcus 2003 Annual Report Download - page 304

portion of the Option is transferred may transfer such portion (or any part thereof) to another person or entity who or which is a
Permitted Transferee with respect to the Optionee.
The Corporation shall be entitled to treat the Option as belonging to the Optionee unless the Optionee or a Permitted
Transferee, as the case may be, shall inform the Secretary of the Corporation, in writing, of the identity of any Permitted Transferee or
Transferees, and the Secretary, after consultation with legal counsel if the Secretary deems it appropriate, has concluded that all legal
requirements in connection with the transfer of the Option have been satisfied.
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 in the number and kind of securities to be subject to the Option. Any such adjustment made by the Committee
shall be conclusive.
8. Restriction on Issuance of Shares. The Corporation shall not be obligated to sell or issue any Shares pursuant to the
Option unless the offering and sale of such Shares have at that time been effectively registered or are exempt from registration under
the Securities Act of 1933, as amended, and all applicable state securities laws.
9. Rights as a Stockholder. The Optionee and all Permitted Transferees shall have no rights as a stockholder with
respect to any Shares until the date of issuance of a stock certificate for such Shares. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date such stock certificate is issued.
10. Withholding. The Corporation or any subsidiary that employs the Optionee shall have the right to deduct any sums
that federal, state or local tax law requires to be withheld with respect to the exercise of the Option. If the Option or any portion
thereof is transferred to a Permitted Transferee, the tax withholding obligations with respect to such Option or portion thereof shall
remain with the Optionee. In the alternative, the Optionee or other person exercising the Option may elect to pay such sums to the
employer corporation either by check or with capital stock of the Corporation by delivering written notice to the Secretary of the
employer corporation no less than 30 days nor more than 60 days prior to exercise. There is no obligation hereunder that the Optionee
be advised of the amount the employer corporation will be required to withhold.
11. Interpretation of Plan and Option. 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 otherwise 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; provided that with
respect to an Optionee who is a member of the Board but not an employee of the Corporation or of any subsidiary of the Corporation,
references herein to such Optionee's "employment" in respect of the
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