Neiman Marcus 2009 Annual Report Download - page 151

(b) Each Share held in the treasury of the Company and each Share owned by Parent, Merger Sub or any direct or indirect
wholly-owned subsidiary of Parent or the Company immediately prior to the Effective Time shall be canceled and retired without any
conversion thereof and no payment or distribution shall be made with respect thereto; and
(c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted
into one share of common stock of the Surviving Corporation.
SECTION 2.2 Treatment of Options, Restricted Shares, Stock Units, and Deferred Compensation Plans. (a) The Company
shall provide that, immediately prior to the Effective Time, each option to purchase Shares (an "Option") and each stock appreciation
right (a "SAR") granted under any Company Plan that, in each case, is outstanding and unexercised as of the Effective Time (whether
vested or unvested) shall be canceled (provided that any such Options and SARs shall be canceled by the Company only to the extent
permitted by the terms of the Company Stock Plans (as defined in Section 3.3) and any agreements governing the Options or SARs, as
the case may be, and otherwise the Company shall use its reasonable best efforts to cancel any such Options and SARs), and the
holder thereof shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no event later than 5
days after the Effective Time) from the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the
product of (A) the number of Shares previously subject to such Option or SAR and (B) the excess, if any, of the Merger Consideration
over the exercise price per Share previously subject to such Option or SAR, less any required withholding taxes.
(b) Each Share granted subject to vesting or other lapse restrictions pursuant to any Company Stock Plan (collectively,
"Restricted Shares") which is outstanding immediately prior to the Effective Time shall vest and become free of such restrictions as of
the Effective Time to the extent provided by the terms thereof (as such plans may be amended prior to the Effective Time in
accordance with the terms hereof) and at the Effective Time the holder thereof shall, subject to this Article II, be entitled to receive the
Merger Consideration with respect to each such Restricted Share, less any required withholding taxes.
(c) The Company shall provide that, immediately prior to the Effective Time, each award of a right under any Company Stock
Plan or Deferred Compensation Plan entitling the holder thereof to Restricted Shares, Shares or cash equal to or based on the value of
Shares (including any right to "Deferred Common Stock" pursuant to, and as such term is defined in, the Company's Key Employee
Bonus Plan) (collectively, "Stock Units") which, in each case, is outstanding as of the Effective Time (whether vested or unvested)
shall be canceled by the Company (provided that any such Stock Unit shall be canceled by the Company only to the extent permitted
by the terms of the Company Stock Plans, the Deferred Compensation Plans and any agreements governing the Stock Units, and
otherwise the Company shall use its reasonable best efforts to cancel any such Stock Units) and the holder thereof shall be entitled to
receive at the Effective Time from the