Neiman Marcus 2008 Annual Report Download - page 248

Exhibit 10.4
Execution Copy
Newton Acquisition, Inc.
October 4, 2005
Mr. Burton Tansky
Chief Executive Officer
The Neiman Marcus Group, Inc.
1618 Main Street
Dallas, Texas 75201
Re: Opportunity to Acquire Shares and Options
Dear Burt,
As you know, The Neiman Marcus Group, Inc. ("NMG") is in the process of undergoing a change of control, and following
the change of control, 100% of its outstanding shares will be owned by an entity called Newton Acquisition, Inc. ("Newco"). This
transaction is pursuant to an Agreement and Plan of Merger, dated as of May 1, 2005, by and among Newco, Newton Acquisition
Merger Sub, Inc. and NMG (the "Merger Agreement"). Although a delay is possible, we expect that the closing of the transaction will
occur on October 6, 2005 (the "Closing").
In connection with the transaction, we are pleased to offer you the opportunity to invest in shares of common stock of Newco
(the "Shares") on the terms and conditions set out below. In addition, pursuant to the terms of the non-qualified stock option
agreements (each, an "Option Grant Agreement") awarding those options as set forth on Schedule I hereto (the "Rollover Options"),
the Committee (as defined in each such Option Grant Agreement) has determined on October 3, 2005 (the "Committee
Determination") that these Rollover Options will not be subject to the cash-out provisions of Section 2.2 of the Merger Agreement and
will therefore remain outstanding as of the Closing unless you choose to exercise them prior thereto, and Newco has agreed to assume
and adjust the Rollover Options not so exercised to provide you with options to purchase shares of common stock of Newco (the
"Newco Options" and together with the Shares, your "Newco Equity") on the same terms and conditions as set forth in the applicable
Option Grant Agreement and the plan pursuant to which such awards were made, except as expressly set forth herein. In addition to
the Rollover Options, you hold shares of common stock of NMG and are being given the opportunity to invest on a tax-deferred basis
by "rolling over" some of these shares of common stock of NMG (any such shares being rolled over, the "Rollover Shares").
1. Merger Consideration; Rollover Equity. As a result of the transactions contemplated by the Merger Agreement, absent an
election to contribute or "rollover" the Rollover Shares as contemplated in this agreement (this "Agreement"), you would be entitled,
with respect to your