Neiman Marcus 2004 Annual Report Download - page 149

(E) To the estate of such Stockholder.)
ii) In the case of a Stockholder holding the of Restricted Stock in question as trustee to a trust (other than a trust which is a Organization or a trust
described in clause (iii) below), "Permitted Transferee" means (A) any transferring Restricted Stock to such trust and (B) any Permitted Transferee of
any such person pursuant to clause (i) above.
(iii) In the case of a Stockholder holding the of Restricted Stock in question as trustee to a trust (other than a Charitable) which is irrevocable on
the date hereof, Permitted Transferee" means (A) any person to whom for whose benefit principal may be distributed during or at the end of the term of
such trust by power of appointment or otherwise and (B) Permitted Transferee of any such person determined to clause (i) above.
(iv) In the case of a Stockholder which is a, partnership or limited liability company other than a Charitable Organization), "Permitted " means
(A) any person (a "Prior ") who theretofore transferred such shares Restricted Stock to such corporation, partnership or liability company, (B) any
Permitted Transferee the Prior Transferor and (C) the stockholders, or members, as the case may be, of the in connection with a distribution by the, so
long as such stockholders, partners or (x) are stockholders, partners or members of corporation, partnership or limited liability on the date hereof or
(y) would be Permitted of such stockholders, partners or members the date hereof pursuant to one of the other of this Paragraph 3.
(v) In the case of a Stockholder which is the of a deceased Stockholder, or which is the of a bankrupt or insolvent Stockholder, which record and
beneficial ownership of the shares of Stock in question, "Permitted Transferee" a Permitted Transferee of such deceased, bankrupt insolvent Stockholder
as determined pursuant to (i), (ii), (iii), (iv) or (v), above, as the may be.
(vi) Transfers of shares of Restricted Stock to a bona fide tender offer, exchange offer,, consolidation or similar transaction in which opportunity to
transfer shares is made available on same basis to all holders of Class B Common Stock.
(vii) Transfers of shares of Restricted Stock in with the redemption by the Company of all or portion of the Company's Class B Common Stock,
that if, at the time of such redemption, the holds Class B Common Stock which is not Stock, the number of shares of Restricted which may be
transferred in connection with such shall not exceed that number of shares by multiplying the total number of shares to transferred by the Stockholder in
connection with redemption by a fraction, the numerator of which the total number of shares of Restricted Stock owned the Stockholder and the
denominator of which is the number of shares of Class B Common Stock owned by Stockholder.
All Permitted Transferees (other than Permitted who acquire Restricted Stock pursuant to 3(i)(C), 3(vi) or 3(vii) herein) shall be to be Stockholders for
purposes of this Agreement.
4. In the event that all Restricted Stock shall cease be outstanding, this Agreement shall automatically terminate be of no further force and effect. In
any event, this shall terminate 181 days after the Distribution Date.
5. Whenever by the terms of this Agreement notice or demand shall or may be given to the Company or to any Stockholder, the same shall be in
writing and shall be sent, prepaid, Express Mail or registered or certified mail receipt requested, or by reputable expedited commercial service such as Federal
Express, or by hand, addressed the party for whom it is intended at the addresses set forth the Schedule.
Whenever by the terms hereof notice is, or is required be, given to a party hereto, a copy shall also be sent, prepaid, Express Mail or registered or
certified mail receipt requested, or by expedited
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