Neiman Marcus 2004 Annual Report Download - page 147

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Exhibit 10.20
Class B Stockholders Agreement
THIS AGREEMENT, dated as of the 1st day of September, 1999, is among The Neiman Marcus Group, Inc., a Delaware corporation (the "Company")
and certain parties (herein individually referred to as a "Stockholder" and collectively as the "Stockholders") who are currently stockholders of Harcourt
General, Inc., a Delaware corporation ("HGI") and anticipate a distribution of Class B Common Stock of the Company in accordance with the Amended and
Restated Distribution Agreement between HGI and the Company dated July 1, 1999 (as amended, supplemented or otherwise modified from time to time, the
"Distribution Agreement") and who, by executing this instrument, or a supplemental instrument, elect to become parties hereto and to subject the shares of
Class B Common Stock identified herein (or in such supplemental instrument) to the terms and provisions hereof.
W I T N E S S E T H:
The following sets forth the background of this Agreement:
A. The Company's authorized capital stock consists of 200,000,000 shares, 150,000,000 of which are common stock, par value $.01 per share (the
"Common Stock") and 50,000,000 of which are preferred stock, par value $.01 per share ("Preferred Stock"). As of the date hereof, 49,039,068 shares of
Common Stock and no shares of Preferred Stock are issued and outstanding.
B. The Company, subject to stockholder approval, intends to, among other things, effect a recapitalization of its common stock to create two classes of
common stock, the Class A Common Stock, par value $.01 per share ("Class A Common Stock") and the Class B Common Stock, par value $.01 per share
("Class B Common Stock"), while maintaining its Preferred Stock. 21,440,960 shares of Common Stock owned by HGI will be converted into 21,440,960
fully paid shares of Class B Common Stock. HGI's shares of Class B Common Stock will be distributed in a tax-free spinoff transaction (the "Distribution") to
HGI's common stockholders, including the Stockholders. The date as of which the distribution of Class B Common Stock is effective to vest ownership
thereof in distributees is the "Distribution Date" for purposes of this Agreement.
C. By reason of the Distribution, the Stockholders will on the Distribution Date be the holders of approximately 28% of the Class B Common Stock
which will generally have the same rights and privileges as the Class A Common Stock except that the Class B Common Stock will be entitled to elect at least
82% of the members of the board of directors of the Company.
D. In the Distribution Agreement, HGI has agreed to use its commercially reasonable best efforts to procure the agreement of each of the Stockholders
that, for a period of 180 days from the Distribution Date, each Stockholder shall not transfer any of the shares of Class B Common Stock distributed to such
Stockholder on the Distribution Date ("Restricted Stock") other than, in accordance with the terms of this Agreement, to any other Stockholder or any other
person to whom such Stockholder would be permitted to transfer shares of Class B Stock of HGI in accordance with the HGI Restated Certificate of
Incorporation (including for bona fide estate planning or charitable purposes); provided, however, that such Stockholder shall be permitted to transfer shares
of Restricted Stock pursuant to a bona fide tender offer, exchange offer, merger, consolidation or similar transaction in which the opportunity to transfer
shares is made available on the same basis to all holders of Class B Common Stock. Annexed hereto, made a part hereof and hereby incorporated herein by
reference is a Schedule of Stockholders (the "Schedule") which sets forth the Restricted Stock which it is anticipated will be owned by each of the
Stockholders on the Distribution Date.
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