Neiman Marcus 2005 Annual Report Download - page 155

(c) Permitted Transferees. Any Permitted Transferee to which a Majority Stockholder's pecuniary interest in
any shares of Common Stock is Transferred shall agree to execute this Agreement as a condition to such Transfer.
5. Piggyback Registration Rights.
(a) Notice to Management Stockholder. If the Company determines that it will file a registration statement
under the Securities Act, other than a registration statement on Form S-4 or Form S-8 or any successor form, for an offering which
includes shares of Common Stock held by the Majority Stockholder, then the Company shall give prompt written notice to the
Management Stockholder or Transferee that such filing is expected to be made (but in no event less than 30 days nor more than 60
days in advance of filing such registration statement), the jurisdiction or jurisdictions in which such offering is expected to be made,
and the underwriter or underwriters (if any) that the Company (or the person requesting such registration) intends to designate for such
offering. If the Company, within 15 days after giving such notice, receives a written request for registration of any Shares from the
Management Stockholder or Transferee, then the Company shall include in the same registration statement the number of Shares to be
sold by the Management Stockholder or Transferee as shall have been specified in his or her request, except that the Management
Stockholder or Transferee shall not be permitted to register more than a Pro Rata Portion of her Shares. The Company shall bear all
costs of preparing and filing the registration statement, and shall indemnify and hold harmless, to the extent customary and reasonable,
pursuant to indemnification and contribution provisions to be entered into by the Company at the time of filing of the registration
statement, the seller of any shares of Common Stock covered by such registration statement.
Notwithstanding anything herein to the contrary, the Company, on prior notice to the participating Stockholder, may
abandon its intention to file a registration statement under this Section 5(a) at any time prior to such filing.
For purposes of Section 5 hereof, "Pro Rata Portion" shall mean a number equal to the product of (x) the total
number of Shares, including any shares of Common Stock underlying vested Options, owned by the Management Stockholder or
Transferee and (y) a fraction, the numerator of which shall be the total number of shares of Common Stock offered (for sale or
registration, as applicable) by the Majority Stockholder, and the denominator of which shall be the total number of shares of Common
Stock owned by the Majority Stockholder.
(b) Allocation. If the managing underwriter shall inform the Company in writing that the number of shares of
Common Stock requested to be included in such registration exceeds the number which can be sold in (or during the time of) such
offering within a price range acceptable to the Majority Stockholder, then the Company shall include in such registration such number
of shares of Common Stock which the Company is so advised can be sold in (or during the time of) such offering. All holders of
shares of Common Stock proposing to sell shares of Common Stock shall share pro rata in the number of shares of Common Stock to
be excluded from such offering, such sharing to be based on the respective numbers of shares of Common Stock as to which
registration has been requested by such holders.
(c) Permitted Transfer. Notwithstanding anything to the contrary contained herein, sales of Shares pursuant to
a registration statement filed by the Company may be made without compliance with any other provision of this Agreement.
6. Termination. This Agreement shall terminate with respect to the Common Stock immediately following
the existence of a Public Market for the Common Stock except that the requirements contained in Section 2 hereof shall survive the
termination of this Agreement; provided that a Management Stockholder or his Transferee may sell Shares pursuant to Rule 144 of the
Securities Act if such Management Stockholder or Transferee meets and complies with all of the applicable requirements thereof. If,
and only to the extent that, the Management Stockholder or his Transferee is not permitted to sell such Shares pursuant to Rule 144 of
the Securities Act and such Shares are not included on a registration statement filed to register the sale of securities under the
Securities Act, such Management Stockholder or Transferee may transfer such Shares only in accordance with Section 3(a) hereof.
For this purpose, a "Public Market" for the Common Stock shall be deemed to exist if at least 20% of the total outstanding Common
Stock is registered under Section 12(b) or 12(g) of the Exchange Act.