Neiman Marcus 2003 Annual Report Download - page 87

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of the Company (hereinafter
called the "Board of Directors" or the "Board") in accordance with the provisions of the Company's Restated Certificate of
Incorporation, as amended to date (hereinafter called the "Certificate of Incorporation"), the Board of Directors hereby creates a series
of Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the Company and hereby adopts the resolution establishing the
designation, number of shares, preferences, voting powers and other rights, and the restrictions
and limitations thereof, as follows:
Section 1. Designation and Amount. The shares of such series shall be designated as "Series C Junior Participating Preferred
Stock" (the "Series C Preferred Stock") and the number of shares constituting the Series C Preferred Stock shall be 50,000. Such
number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the
number of shares of Series C Preferred Stock to a number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Series C Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior
and superior to the Series C Preferred Stock with respect to dividends, the holders of shares of Series C Preferred Stock, in preference
to the holders of Class A Common Stock, par value $.01 per share, of the Company ("Class A Common Stock"), Class B Common
Stock, par value $.01 per share, of the Company ("Class B Common Stock") and Class C Common Stock, par value $.01 per share, of
the Company ("Class C Common Stock" and, together with the Class A Common Stock and Class B Common Stock, the "Common
Stock") and of any other stock of the Company ranking junior to the Series C Preferred Stock, and on a pari passu basis with the
Series A Preferred Stock and the Series B Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for such purpose, quarterly dividends payable in cash on the last day of March, June,
September and December in each year (each such date being referred to herein as a "Dividend Payment Date"), commencing on the
first Dividend Payment Date after the first issuance of a share or fraction of a share of Series C Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth,
1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in shares of Class C Common Stock, declared on the Class
C Common Stock since the immediately preceding Dividend Payment Date or, with respect to the first Dividend Payment Date, since
the first issuance of any share or fraction of a share of Series C Preferred Stock. In the event the Company shall at any time after
October 18, 1999 declare or pay any dividend on the Class C Common Stock payable in shares of Class C Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Class C Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Class C Common Stock) into a greater or lesser number of shares of Class C Common Stock,
then in each such case the amount to which holders of shares of Series C Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Class C Common Stock outstanding immediately after such event and the denominator of which is the number of
shares of Class C Common Stock that were outstanding immediately prior to such event.