Neiman Marcus 2008 Annual Report Download - page 274

6. Vesting. Your Shares when issued will be fully vested.
7. Stockholders' Agreement. By completing and returning the Acceptance Form below, you agree to become a party to the
Management Stockholders' Agreement, a draft of which is attached hereto as Annex A, as may be amended from time to time in
accordance with its terms (the "Stockholders' Agreement") and you will be subject to the terms and conditions thereof with respect to
your Shares; provided that the Shares shall not be subject to the call right in Section 3(b). Newco agrees that it will, and that it will
cause the Majority Holders (as defined below) to, also become a party to the Stockholders' Agreement.
8. Tax Reporting. It is intended that your contribution of the Rollover Shares, if any, shall be treated as a tax-free transfer under
Section 351 of the Internal Revenue Code of 1986, as amended (the "Code").
All discussions of U.S. federal tax considerations in this document have been written to support the marketing of the
Shares. Such discussions were not intended or written to be used, and cannot be used by any taxpayer, for the purpose of
avoiding U.S. federal tax penalties. You should consult your own tax advisers in determining the tax consequences of the
rollover and of holding the Shares, including the application to your particular situation of the U.S. federal tax considerations
discussed herein, as well as the application of state, local, foreign, or other tax laws.
9. Representations; Acknowledgements. By signing below and completing and returning the Acceptance Form, you hereby
represent and warrant to Newco and NMG that:
(i) you have the requisite power, authority and capacity to execute this Agreement and to deliver or cause to be delivered the
Rollover Shares, to perform your obligations under this Agreement and to consummate the transactions contemplated hereby;
(ii) the Acceptance Form has been duly and validly executed and delivered by you and constitutes your legal, valid and
binding obligation, enforceable against you in accordance with its terms, except to the extent that such validly binding effect and
enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting
creditors' rights generally;
(iii) the Shares are being acquired for your own account, for investment purposes only and not with a view to or in
connection with any distribution, reoffer, resale, public offering or other disposition thereof not in compliance with the Securities Act
of 1933 (the "Securities Act"), as may be amended from time to time, or any applicable United States federal or state securities laws or
regulations;
(iv) you are an "accredited investor", as defined in Rule 501(a) under the Securities Act, which means you are:
a. A person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000; OR
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