Neiman Marcus 2008 Annual Report Download - page 258

MANAGEMENT STOCKHOLDERS' AGREEMENT
MANAGEMENT STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of October 6, 2005, between
Newton Acquisition, Inc. (the "Company"), the Majority Stockholder (as defined below) and the individuals listed on Schedule A
attached hereto (the "Management Stockholder").
WHEREAS, the Management Stockholder may be the owner of shares of common stock of the Company, $0.01 par
value per share ("Common Stock") and/or may be granted options to purchase Common Stock (the "Options"), pursuant to The
Newton Acquisition, Inc. Management Equity Incentive Plan (the "Plan"); and
WHEREAS, as a condition to the issuance of any shares of Common Stock by the Company to the Management
Stockholder, the Management Stockholder is required to execute this Agreement; and
WHEREAS, the Management Stockholder, the Majority Stockholder and the Company desire to enter into this
Agreement and to have this Agreement apply to any shares of Common Stock acquired by the Management Stockholder from
whatever source (in the aggregate, the "Shares");
NOW THEREFORE, in consideration of the premises hereinafter set forth, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows.
1. Definitions. As used in this Agreement, the following capitalized terms shall have the following
meanings:
(a) "Affiliate" shall means, with respect to any entity, any other corporation, organization, association,
partnership, sole proprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or
controlled by or under direct or indirect common control with such entity.
(b) "Board" shall mean the Board of Directors of the Company or any committee appointed by the Board to
administer the Plan pursuant to the terms of the Plan.
(c) "Cause" shall mean, when used in connection with the termination of a Management Stockholder's
Employment, unless otherwise provided in any stock option grant agreement entered between the Company and the Management
Stockholder with respect to any Options that may be granted under the Plan, effective employment agreement or other written
agreement with respect to the termination of a Management Stockholder's Employment, the termination of the Management
Stockholder's Employment with the Company and all Affiliates on account of (i) a failure of the Management Stockholder to
substantially perform his or her duties (other than as a result of physical or mental illness or injury) that has continued after NMG has
provided written notice of such failure and Executive has not cured such failure within 30 days of the date of such written notice;
(ii) the Management Stockholder's willful misconduct or gross negligence which is materially injurious to the Company; (iii) a breach
by a Management Stockholder of the Management Stockholder's fiduciary duty or duty of loyalty to the Company and its Affiliates;
(iv) the Management Stockholder's unauthorized removal from the premises of the Company or an Affiliate of any document (in any
medium or form) relating to the Company or an Affiliate or the customers of the Company or an Affiliate; or (v) the commission by
the Management Stockholder of any felony or other serious crime involving moral turpitude. Any rights the Company or an Affiliate
may have hereunder in respect of the events giving rise to Cause shall be in addition to the rights the Company or Affiliate may have
under any other agreement with the Management Stockholder or at law or in equity. If, subsequent to a Management Stockholder's
termination of Employment, it is discovered that such Management Stockholder's Employment could have been terminated for Cause,
the Management Stockholder's Employment shall, at the election of the Board, in its sole discretion, be deemed to have been
terminated for Cause retroactively to the date the events giving rise to Cause occurred. Notwithstanding the foregoing, a failure to
meet performance expectations shall not, by itself, constitute Cause hereunder where the Board determines that the Management
Stockholder has performed his duties in good faith.