Neiman Marcus 2004 Annual Report Download - page 148

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which are hereby severally acknowledged, the parties hereto agree as follows:
1. Each Stockholder agrees that he, she or it shall not sell, assign, encumber, hypothecate, pledge, transfer or otherwise dispose of or alienate in any
way (any such disposition being herein referred to as a "Transfer" or, collectively, the "Transfers") all or any part of the Restricted Stock (or any interest
therein) owned or controlled by him, her or it except upon and subject to the terms of this Agreement.
Nothing contained herein shall preclude a pledge of the Restricted Stock so long as the pledgee shall hold such pledge subject to the restrictions of this
Agreement and satisfies each of the terms and conditions set forth in this Agreement.
2. Each Stockholder agrees that, except as otherwise provided in Paragraph 3 herein, he, she or it will not, directly or indirectly, sell, offer, contract to
sell, grant any option to purchase or otherwise transfer or dispose of any Restricted Stock for a period of 180 days from the Distribution Date.
Notwithstanding the foregoing, Restricted Stock which is transferred or distributed to a Permitted Transferee (as defined in Paragraph 3 herein) by reason of
the death of a Stockholder (including Restricted Stock which is held by a revocable trust which has become irrevocable by reason of the death of a
stockholder, provided that such trust is a Permitted Transferee) may thereafter be transferred free of the restrictions imposed by the immediately preceding
sentence.
3. Notwithstanding the restrictions contained in Paragraph 2 of this Agreement, the following transfers ("Permitted Transfers") may be consummated
at any time, provided that (except in the case of transfers described in subsections (i)(C), (vi) and (vii), below) the transferee in such Permitted Transfer (the
"Permitted Transferee") shall execute such instruments as may be necessary or appropriate (a) to extend the terms, conditions and provisions of this
Agreement to such Permitted Transferee while the owner of such Restricted Stock, (b) to agree to comply with and not to suffer any violation of this
Agreement and (c) to agree that such Permitted Transferee shall not make or suffer to be made any Transfer of such Restricted Stock except upon compliance
with the provisions of this Agreement:
(i) In the case of a Stockholder who is a natural person,
(A) To the spouse of such Stockholder, any descendant of a grandparent of such Stockholder, and any spouse of such lineal (which lineal
descendants, their, the Stockholder, and his or her spouse, herein collectively referred to as the Stockholder's Family Members");
(B) To the trustee of a trust (including a trust) principally for the benefit of such and/or one or more of his or her Transferees described in
each subclause this clause (i) other than this subclause (B), that such trust may also grant a general special power of appointment to one or more of
Stockholder's Family Members and may permit assets to be used to pay taxes, legacies and obligations of the trust or of the estates one or more of
such Stockholder's Family payable by reason of the death of any such Members;
(C) To an organization a contribution to is deductible for federal income, estate or tax purposes or any split-interest trust in Section 4947 of
the Internal Revenue, as it may from time to time be amended (such or trust hereinafter called a Charitable Organization");
(D) To a corporation, a partnership or liability company if, in the case of a, a majority of its outstanding capital entitled to vote for the
election of is owned by, or in the case of a, a majority of its partnership entitled to participate in the of the partnership are held by, or in case of a
limited liability company, a of the membership interests in the liability company controlling management the limited liability company are held
by, the or his or her Permitted Transferees under this clause (i); and
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