Neiman Marcus 2010 Annual Report Download - page 170

date on which such payment is made (the "Delay Period"), calculated at an annual rate equal to the average annual prime rate charged
during the Delay Period by a nationally recognized bank designated by the Board plus two (2) percentage points. In the event that the
Company is not able to make payment within two (2) years after the date specified in the Call Notice, the Company will, upon the
written request of the Management Stockholder or Transferee, cancel the Call Notice and return to the Management Stockholder or
Transferee the Shares subject to the Call Notice (as adjusted to take into account any corporate transactions during the intervening
period) in exchange for cancellation of the debt and any interest payments that would have otherwise been payable thereon.
(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
appraisal to determine the Fair Market Value of a Share in lieu of the Board determination (an "Outside Appraisal"); provided that the
Transferee shall not be entitled to an Outside Appraisal in the event an appraisal to determine the Fair Market Value of a Share has
been done within the three-month period immediately preceding delivery of the Call Notice and the Board determines in good faith
that no event has occurred that would result in the prior determination of Fair Market Value being materially inaccurate. Any such
Outside Appraisal shall be made by one qualified person (which can be an accounting firm or investment banking firm or similar firm)
(each, an "Appraiser"), having substantial experience in the valuation of similar enterprises in the United States. The Company and
the Management Stockholder or Transferee shall mutually agree upon such Appraiser within 30 days of the Call Notice; provided that
in the event an appraisal to determine Fair Market Value of a Share has been done within the twelve-month period immediately
preceding delivery of the Call Notice, the Outside Appraisal shall be done by the same Appraiser that performed the prior appraisal
unless the Company consents to a different Appraiser. The Company shall each bear 100% of the fees and expenses of the Appraiser.
(c)(i) In the event the Management Stockholder's Employment with the Company terminates due to the death or
Disability of the Management Stockholder, such Management Stockholder or Transferee 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 sell to the
Company (or its designated assignee), and upon the exercise of such right the Company (or its designated assignee) shall purchase
from the Management Stockholder or Transferee, all or any portion of the Shares 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 as of which such right is exercised. The Management Stockholder or Transferee shall exercise such right by
delivering to the Company a written notice (the "Put Notice") specifying his or her intent to sell Shares held by the Management
Stockholder or Transferee, the date as of which such right is to be exercised and the number of Shares to be sold. Such purchase and
sale shall occur on such date as the Company (or its designated assignee) and the Stockholder shall agree, which date shall be within
thirty (30) days after the later of the delivery of the Put Notice or the delivery of the Outside Appraisal. 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, 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, the
Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the "Delay
Notice"), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to
rescind the Put Notice. If the Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding
sentence, the Put Notice shall remain outstanding and any payment in respect thereof 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 Delay
Period, calculated at an annual rate equal to the average annual prime rate charged during the Delay Period by a nationally recognized
bank designated by the Board plus two (2) percentage points. In the event that the Company is not able to make payment within two
(2) years after the date specified in the Put Notice, the Company will, upon the written request of the Management Stockholder or
Transferee, cancel the Put Notice in exchange for cancellation of the debt and any interest payments that would have otherwise been
payable thereon.