Neiman Marcus 2008 Annual Report Download - page 254

by the Executive after deduction of any 20% additional tax imposed under Section 409A of the Code, and any federal, state and local
income, employment and excise tax imposed upon any Gross-Up Payment shall be equal to such 20% additional tax, penalties and
interest.
In addition, the parties hereto expect that the rollover will be treated for federal income tax purposes as a tax-free rollover. In
the event the Internal Revenue Service challenges the structure of the rollover of your Rollover Shares or Rollover Options into
Newco Equity, as set forth herein, the parties shall use their reasonable efforts and take reasonable actions to minimize any adverse tax
treatment, including, without limitation, exercising Options. If, after taking all reasonable and appropriate actions, you incur penalties
or interest as a result of the Internal Revenue Service's challenge, Newco will indemnify you for such penalties and interest costs on a
net after-tax basis as described in the preceding paragraph.
11. Other NMG Interests. You acknowledge that any other equity or equity-based interests that you hold in NMG that you do
not elect to roll over, or which are not accepted for rollover for any reason pursuant to this Agreement, will be treated in accordance
with the Merger Agreement.
12. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by
and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law
provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original and all of which together shall be deemed to be one and the same instrument.
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