Neiman Marcus 2003 Annual Report Download - page 321

(i) one year after the date of Eligible Retirement or (ii) three months from the date of death, but not later than the date of expiration of
the Option, exercise the entire Option. If the Option or any portion of the Option of the deceased Optionee is not so exercised, it shall
terminate.
6. RESTRICTIONS ON TRANSFERABILITY OF OPTION. The Option may not be transferred except to one or more
Permitted Transferees, or except by will or the laws of descent and distribution, nor may it be otherwise assigned, transferred, pledged,
hypothecated or disposed of in any way (by operation of law or otherwise) and it shall not be subject to execution, attachment or
similar process. The Option may be exercised only by the Optionee, by a Permitted Transferee, or by the Optionee's or Permitted
Transferee's duly appointed guardian or personal representative. The Optionee may transfer all or part of the Option to one or more
Permitted Transferees at any time prior to the exercise of the Option in full. Upon any such transfer, a Permitted Transferee shall
succeed, to the extent of the Option or part of the Option so transferred and the shares covered thereby, to all of the Optionee's rights
hereunder, subject to the restrictions and performance of the obligations set forth herein. A Permitted Transferee to whom is
transferred all or a portion of the Option 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 is of the opinion that all required legal matters necessitated in connection therewith 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 Corporation's 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. The Plan shall not affect the right of the Corporation or any of its subsidiaries to
reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets,
dissolve, or liquidate, wind up or otherwise reorganize.
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