Neiman Marcus 2005 Annual Report Download - page 146

Change of Control, based on the value of its equity interests implied by the transaction giving rise to the Change of Control, and in
each case, taking into account all investments made directly or indirectly in the Company, all management and transaction fees paid
by the Company or its subsidiaries to the Majority Stockholder and all expenses incurred by the Majority Stockholder in connection
with the investment.
(b) In no event shall a Participant be entitled to receive a Cash Bonus (A) prior to the Payment Event and (B) unless
and until the Committee in its sole discretion determines that the conditions set forth in Section 4(a) above have been satisfied with
respect to such Participant.
Section 5. Payment.
(a) The Company shall pay each Participant the Cash Bonus as soon as administratively practical following, but in all
cases within two and a half months of, a Payment Event.
(b) The Company shall deduct from all payments and distributions under this Plan any required federal, state, or local
government tax withholdings.
(c) The Company may, if the Committee in its sole discretion shall so determine, offset any amounts that a Participant
may owe to the Company or the Employer against any distribution of the Cash Bonus that would otherwise have been made to the
Participant.
Section 6. General Provisions.
(a) No Right to Continued Employment. Nothing contained in this Plan shall confer upon the Participant any right with respect
to the continuation of his or her employment by the Employer, or interfere in any way with the right of the Employer at any time to
terminate such employment or to increase or decrease the compensation of the employee or Participant. No person other than the
Participants shall have any claim or right to participate in this Plan. Any conditional grant by the Company to any Participant of any
Cash Bonus contemplated herein shall neither require the Company to make any additional grant to such Participant or any other
Participant or other person at any time nor preclude the Company from making subsequent grants to such Participant or any other
Participant or other person at any time.
(b) Participation in Other Plans. Nothing in this Plan shall be deemed to entitle a Participant to participate in, nor prohibit nor
restrict any Participant participation in, any other plan, program, or arrangement maintained by the Company or the Employer.
(c) Amendment; Termination. The Company may at any time, in its sole discretion, terminate or amend this Plan, provided that
any such termination or amendment shall not impair or adversely affect an Eligible Employee's rights under this Plan without such
Eligible Employee's written consent.
(d) Section 409A. Notwithstanding any provision herein to the contrary, the Committee may, in its sole discretion, change the
form and timing of any distribution or otherwise modify the terms of this Plan in order to comply with applicable law, including,
without limitation, in order to avoid adverse tax treatment to any Participant under Section 409A of the Code; provided that the
Committee shall use commercially reasonable efforts to put the Participants in the same position as they would have been in but for
the application of this Section 6(d).
(e) Unfunded Status of Plan. The Company shall not have any obligation to establish any separate fund or trust or other
segregation of assets to provide for payments under this Plan. To the extent any person acquires any rights to receive payments
hereunder from the Company, such rights shall be no greater than those of an unsecured creditor.
(f) Governing Provisions. The provisions of this Plan shall govern in all respects the allocation, distribution, and nature of the
Cash Bonuses, and shall supersede all prior written agreements and negotiations and oral understandings regarding such Cash
Bonuses, if any.
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