Neiman Marcus 2008 Annual Report Download - page 261

copy of the Management Stockholders' Agreement may be obtained from the Secretary of the Company.
The shares represented by this certificate have not been registered under the Securities Act of 1933. The
shares have been acquired for investment and may not be sold, transferred, pledged or hypothecated in the
absence of an effective registration statement for the shares under the Securities Act of 1933 or an opinion of
counsel for the Company that registration is not required under said Act.
Upon the termination of this Agreement, or upon registration of the Shares under the Securities Act, the
Management Stockholder shall have the right to exchange any Shares containing the above legend (i) in the case of the registration of
the Shares, for Shares legended only with the first paragraph described above and (ii) in the case of the termination of this Agreement,
for Shares legended only with the second paragraph described above.
3. Transfer of Shares; Call Rights; Put Rights.
(a) The Management Stockholder agrees that he will not cause or permit the Shares or his interest in the
Shares to be sold, transferred, hypothecated, assigned or encumbered except as expressly permitted by this Section 3; provided,
however, that the Shares or any such interest may be Transferred (i) on the Management Stockholder's death by bequest or inheritance
to the Management Stockholder's executors, administrators, testamentary trustees, legatees or beneficiaries, (ii) subject to compliance
with all applicable tax, securities and other laws, any "Family Member" as such term is defined in the Form S-8 Registration
Statement under the Securities Act as of the date of Transfer, and (iii) in accordance with Section 4 of this Agreement, subject in each
case to the agreement by each Transferee (other than the Company or as otherwise permitted by the Company) in writing to be bound
by the terms of this Agreement as if such Transferee had been an original signatory hereto and provided in any such case that, in the
case of a Transfer pursuant to Section 3(a)(i) or (ii), such Transfer will not be permitted if it would cause the Company to be required
to register the Common Stock under Section 12(g) of the Exchange Act.
(b) (i) In the event the Management Stockholder's Employment with the Company is terminated by the
Company for Cause or by the Management Stockholder for any reason other than Good Reason, death, Disability or Retirement, the
Company (or its designated assignee) shall have the right, during the 120-day period following the later to occur of (x) such
termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently
acquired to be sold pursuant to this Section 3(c) for at least six (6) months, to purchase from the Management Stockholder or the
Management Stockholder's Transferee, and upon the exercise of such right the Management Stockholder or such Transferee shall sell
to the Company (or its designated assignee), all or any portion of the Shares acquired by the Management Stockholder or Transferee
on the exercise of Options and held by the Management Stockholder or Transferee as of the date as of which such right is exercised at
a per Share price equal to the Fair Market Value of a share of Common Stock determined as of the date such right is exercised. The
Company (or its designated assignee) shall exercise such right by delivering to the Management Stockholder or Transferee, as
applicable, a written notice specifying its intent to purchase Shares held by the Management Stockholder or Transferee (the "Call
Notice"), the date as of which such right is to be exercised and the number of Shares to be purchased. Such purchase and sale shall
occur on such date as the Company (or its designated assignee) shall specify, which date shall be within thirty (30) days after the date
on which the Call Notice is delivered or the Outside Appraisal is delivered. The Company will use commercially reasonable efforts to
make the payment for the Shares in cash on the date of such purchase and sale; provided that, despite using such efforts, if such
payment will result in the violation of the terms or provisions of, or result in a default or event of default under, any guarantee,
financing or security agreement or document entered into by the Company or any of its Affiliates and in effect on such date
(hereinafter a "Financing Agreement"), the Company may delay any such payment for no more than two (2) years. In the event the
payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, such
payment shall be made without the application of further conditions or impediments as soon as practicable after the payment of such
purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any
Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or
Transferee if no delay had occurred plus interest for the period from the date on which the purchase price would have been paid but
for the delay in payment provided herein to the