Neiman Marcus 2008 Annual Report Download - page 263

(ii) In the event that the Management Stockholder or Transferee disagrees with the Company's determination
of the Fair Market Value of a Share, the Management Stockholder or Transferee shall have the right to require the Company to seek an
Outside Appraisal in accordance with the terms and conditions set forth in Section 3(b) of this Agreement, substituting "Put Notice" in
place of "Call Notice."
(d) In addition, if the Board receives the advice of counsel selected by the Company and reasonably acceptable
to the Management Stockholder or any Transferee that the inclusion of the call right or the put right described in this Section 3 would
result in the Option or Shares becoming subject to Section 409A of the Code, the Board shall have the right to make such
modifications or amendments to this Section 3 as the Board determines are reasonably necessary to avoid the application of
Section 409A of the Code without the consent of the Management Stockholder or any Transferee. In making any such amendments or
modifications, the Board shall take all steps to put the parties in substantially same economic position as they would have been in had
such modifications or amendments not been made to the extent reasonably practical. The Management Stockholder and any
Transferee hereby stipulate that Cleary Gottlieb Steen and Hamilton LLP is acceptable counsel for purposes of this Section 3(d).
4. Certain Rights.
(a) Drag Along Rights. If one or more Majority Stockholder desires to sell all or substantially all of the
Shares of Common Stock in which it has a "pecuniary interest" as defined in Rule 16a-1 of the Exchange Act (including through the
disposition of interests in Newton Holding, LLC) or a portion of the Shares of Common Stock representing Control of the Company,
in either case to a good faith independent purchaser (a "Purchaser") (other than any other Majority Stockholder, other investment
partnership, limited liability company or other entity established for investment purposes and controlled by one or more of the
members (other than passive investors) or the principals of the Majority Stockholder or any of their Affiliates and other than any
Employees of the Majority Stockholder or their Affiliates hereinafter referred to as a "Permitted Transferee") and said Purchaser
desires to acquire all or substantially all of the issued and outstanding Shares of Common Stock (or all or substantially all of the assets
of the Company) upon such terms and conditions as agreed to with the Majority Stockholder, the Management Stockholder or
Transferee agrees to sell to such Purchaser a number of its Shares of Common Stock, not to exceed (a) the number of shares of
Common Stock held by such Management Stockholder or Transferee multiplied by (b) a fraction, the numerator of which is the
aggregate number of Shares of Common Stock in which the Majority Stockholder has a pecuniary interest that such Majority
Stockholder has proposed to be transferred, and the denominator of which is the aggregate number of Shares of Common Stock in
which the Majority Stockholder has a pecuniary interest (or to vote such number of his Shares in favor of any merger or other
transaction which would effect a sale of such shares of Common Stock or assets of the Company) at the same price per Share of
Common Stock and pursuant to the same terms and conditions with respect to payment for the Shares of Common Stock in which the
Majority Stockholder has a pecuniary interest as agreed to by the Majority Stockholder; provided that, except with respect to any
liability incurred by such Management Stockholder or any Transferee individually, the Management Stockholders and any Transferees
shall not be liable to a Purchaser for an amount greater than the proceeds from the sale. In such case, the Majority Stockholder shall
give written notice of such sale to the Management Stockholder or Transferee at least fifteen (15) days prior to the consummation of
such sale, setting forth (i) the consideration to be received by the holders of Shares of Common Stock, (ii) the identity of the
Purchaser, (iii) any other material items and conditions of the proposed transfer and (iv) the date of the proposed transfer. The
Company shall be responsible for the proportionate Share of the costs of the proposed Transfer incurred by the Management
Stockholders and any Transferees to the extent not paid or reimbursed by the proposed Purchaser.
For purposes of this Section 4(a), "Control of the Company" shall mean the sale or disposition in a single transaction
or a series of related transactions of at least fifty percent (50)% of the issued and outstanding Shares of Common Stock or securities
representing at least fifty percent (50)% of the voting power of the Company, including a disposition of interests in Newton Holding,
LLC that represents 50% or more of the voting power of the Company.
(b) Tag Along Rights. (i) Subject to paragraph (iv) of this Section 4(b), if one or more Majority Stockholder
or its Permitted Transferee proposes to transfer its direct or indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange
Act) in any Shares of Common Stock to a Purchaser (other than a