Neiman Marcus 2003 Annual Report Download - page 310

Exhibit 10.33
THE NEIMAN MARCUS GROUP, INC.
RETENTION RESTRICTED STOCK AGREEMENT
ISSUED PURSUANT TO 1997 INCENTIVE PLAN
THIS AGREEMENT is made as of the day of , 20 , by and between THE NEIMAN MARCUS
GROUP, INC., a Delaware corporation (the "Corporation"), and , an employee of the Corporation or one of its
subsidiaries (the "Employee").
Recitals:
1. On January 17, 1997, the Corporation adopted for the benefit of key employees The Neiman Marcus Group, Inc.
1997 Incentive Plan (the "Plan"), and the Plan was approved by its stockholders on that date.
2. The Plan is administered by the Compensation Committee (the "Committee") of the Corporation's Board of
Directors (the "Board").
3. The Committee has selected the Employee to participate in the Plan by the grant of Class A Common Stock of the
Corporation, par value $.01 per share ("Common Stock"), the transferability of which stock shall remain restricted for a period of time
as specified herein.
Agreement:
For and in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, it is
agreed as follows:
1. Grant of Restricted Stock. The Corporation hereby issues to the Employee shares (the "Shares") of
Common Stock, subject to the restrictions on transfer described in Section 3 (the "Restrictions") and the requirement that the Shares
may revert to the Corporation under the circumstances set forth in that Section. The Corporation has established a restricted stock
account in the name of the Employee with the Corporation's registrar and transfer agent, Mellon Investor Services LLC (the
"Registrar"), and has credited to that account the number of Shares indicated above.
2. Voting Rights, Dividends and Other Distributions. Subject to the Restrictions, the Employee is for all purposes the
record and beneficial owner of the Shares. The Employee is entitled to vote the Shares at all meetings of stockholders and is entitled
to receive and retain all cash dividends that may be paid with respect to the Shares. If and to the extent the Corporation shall effect a
stock split, stock dividend or similar distribution with respect to the Common Stock, (i) the stock distributed pursuant thereto shall be
credited to the Employee's account with the Registrar with respect to those Shares as to which the Restrictions have not yet been
removed pursuant to Section 3;