Neiman Marcus 2009 Annual Report Download - page 152

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 Stock Unit and (B) the Merger Consideration, less any required withholding taxes.
(d) All account balances under the Company's Key Employee Bonus Plan, Key Employee Deferred Compensation Plan and
Deferred Compensation Plan for Non-Employee Directors (collectively, the "Deferred Compensation Plans") will be paid out in cash
to participants therein by the Company at the Effective Time, or as soon as practicable thereafter (but in no event later than 5 days
after the Effective Time) by the Surviving Corporation, less any required withholding taxes.
SECTION 2.3 Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and
outstanding immediately prior to the Effective Time and which are held by holders of Shares who have not voted in favor of or
consented to the Merger and who have properly demanded and perfected their rights to be paid the fair value of such Shares in
accordance with Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into the right to receive the Merger
Consideration, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided,
however, that if any such holder shall fail to perfect or shall effectively waive, withdraw or lose such holder's rights under Section 262
of the DGCL, such holder's shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective
Time, into the right to receive the Merger Consideration, as set forth in Section 2.1 of this Agreement, without any interest thereon.
(b) The Company shall give Parent (i) prompt notice of any appraisal demands received by the Company, withdrawals thereof
and any other instruments served pursuant to Section 262 of the DGCL and received by the Company and (ii) the opportunity to direct
all negotiations and proceedings with respect to the exercise of appraisal rights under Section 262 of the DGCL. The Company shall
not, except with the prior written consent of Parent or as otherwise required by applicable Law, make any payment with respect to any
such exercise of appraisal rights or offer to settle or settle any such rights.
SECTION 2.4 Surrender of Shares. (a) Prior to the Effective Time, Merger Sub shall enter into an agreement with the
Company's transfer agent (or another entity reasonably acceptable to the Company) to act as agent for the stockholders of the
Company in connection with the Merger (the "Paying Agent") and to receive the Merger Consideration to which the stockholders of
the Company shall become entitled pursuant to this Article II. At the Effective Time, Parent shall deposit (or cause to be deposited)
with the Paying Agent sufficient funds to make all payments pursuant to Section 2.4(b). Such funds may be invested by the Paying
Agent as directed by Merger Sub or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment or
losses thereon shall affect the Merger Consideration payable to the holders of Company Common Stock and following any losses
Parent shall promptly provide additional funds to the Paying Agent for the benefit of the stockholders of the Company in the amount
of