Neiman Marcus 2003 Annual Report Download - page 312

the Secretary and establishing the legal rights of such person or persons, a certificate for those Shares as to which the
Restrictions have not theretofore been removed pursuant to the provisions of Section 3(a), which certificate shall be issued in
accordance with the provisions of Section 3(a) applicable to Shares with respect to which the Restrictions have been
removed.
(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 Employee
shall be entitled to receive, within 30 days after the determination of such permanent disability, a certificate for those Shares
as to which the Restrictions have not theretofore been removed pursuant to the provisions of Section 3(a), which certificate
shall be issued in accordance with the provisions of Section 3(a) applicable to Shares with respect to which the Restrictions
have been removed.
4. 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 in 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 or have the Restrictions removed from the Shares in 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.
5. 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 Shares. Any such adjustment made by the Committee shall be conclusive.
6. 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 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.
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