Neiman Marcus 2008 Annual Report Download - page 260

Common Stock is traded, a bid and ask price is reported or a trading price is reported by any member of NASD selected by the Board.
In the event that the price of a share of Common Stock shall not be so reported or furnished, the Fair Market Value shall be
determined by the Board in good faith to reflect the fair market value of a share of Common Stock.
(k) "Good Reason" shall mean, 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, (i) a
material diminution in a Management Stockholder's duties and responsibilities other than a change in such Management Stockholder's
duties and responsibilities that results from becoming part of a larger organization following a Change of Control, (ii) a decrease in a
Management Stockholder's base salary, bonus opportunity or benefits other than a decrease in bonus opportunity or benefits that
applies to all employees of the Company or its Affiliates otherwise eligible to participate in the affected plan, or (iii) a relocation of a
Management Stockholder's primary work location more than 50 miles from the Management Stockholder's work location immediately
prior to the Management Stockholder's execution of this Agreement, without the Management Stockholder's prior written consent;
provided that, within thirty days following the occurrence of any of the events set forth herein, the Management Stockholder shall
have delivered written notice to the Company of his or her intention to terminate his or her Employment for Good Reason, which
notice specifies in reasonable detail the circumstances claimed to give rise to the Management Stockholder's right to terminate
Employment for Good Reason, and the Company shall not have cured such circumstances within thirty days following the Company's
receipt of such notice.
(l) "Majority Stockholder," for purposes of this Agreement, shall mean, collectively or individually as the
context requires, Newton Holding, LLC, TPG Newton III, LLC, TPG Partners IV, L.P., TPG Newton Co-Invest I, LLC, Warburg
Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, Warburg Pincus Germany Private Equity
VIII K.G , Warburg Pincus Private Equity IX, L.P and/or their respective Affiliates.
(m) "Person" means an individual, partnership, corporation, limited liability company, unincorporated
organization, trust or joint venture, or a governmental agency or political subdivision thereof.
(n) "Retirement" shall mean, when used in connection with the termination of a Management Stockholder's
Employment, a voluntary resignation of Employment by the Management Stockholder that occurs on or after (i) the first date on
which the Management Stockholder has both attained age 60 and completed 10 years of service with the Company or its Affiliates or
(ii) the date on which the Management Stockholder attains age 65.
(o) "Securities Act" shall mean the Securities Act of 1933, as amended.
(p) "Transfer" shall mean any transfer, sale, assignment, gift, testamentary transfer, pledge, hypothecation or
other disposition of any interest. "Transferee" and "Transferor" shall have correlative meanings.
2. Investment; Issuance of Shares.
(a) The Management Stockholder represents that the Shares are being acquired for investment and not with a
view toward the distribution thereof.
(b) Issuance of Shares. The Management Stockholder acknowledges and agrees that the certificate for the
Shares shall bear the following legends (except that the second paragraph of this legend shall not be required after the Shares have
been registered and except that the first paragraph of this legend shall not be required after the termination of this Agreement):
The shares represented by this certificate are subject to the terms and conditions of a Management
Stockholders' Agreement dated as of October 6, 2005 and may not be sold, transferred, hypothecated,
assigned or encumbered, except as may be permitted by the aforesaid Agreement. A