Neiman Marcus 2010 Annual Report Download - page 174

7. Acknowledgement of Newton Holding, LLC and the Company. The Company and Newton Holding, LLC
("Newton LLC") hereby acknowledge that the Management Stockholders shall not be disadvantaged with respect to the Shares or
Options solely by reason of holding shares or options to purchase shares of the Company's Common Stock instead of membership
interests or options to purchase membership interests in Newton LLC. In the event there is a corporate transaction affecting the
membership interests of Newton LLC or any dividend or distribution made to holders of the membership interests in Newton LLC in
respect of such interests, the Company and Newton Holding shall take commercially reasonable steps to assure that appropriate
adjustments and/or dividends or distributions are made to or in respect of the Shares such that the Management Stockholders will be in
the same position in which they would have been had they received membership interests in Newton LLC instead of the Shares;
provided that this Section 7 shall not be construed to entitle any Management Stockholder to any membership or other interests in
Newton LLC. For purposes of this Agreement, no Management Stockholder shall be deemed to be disadvantaged from a tax
perspective by reason of his holding Options or Shares as opposed to membership interests in a limited liability company or
partnership interests in a partnership.
8. Distributions With Respect To Shares. As used herein, the term "Shares" includes securities of any kind
whatsoever distributed with respect to the Company's Common Stock acquired by the Management Stockholder or his or her
Transferee (whether pursuant to the Plan, the letter agreement dated on or about September 30, 3005 between the Company and such
Management Stockholder or otherwise) or any such securities resulting from a stock split or consolidation involving such Common
Stock.
9. Amendment; Assignment. This Agreement may be amended, superseded, canceled, renewed or extended,
and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of
a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it
expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or
more of the terms hereof, as the case may be. Except for the Management Stockholder's right to assign his or her rights under
Section 4(a) or the Company's right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other parties hereto.
10. Notices. Each notice and other communication hereunder shall be in writing and shall be given and shall
be deemed to have been duly given on the date it is delivered in person, on the next business day if delivered by overnight mail or
other reputable overnight courier, or the third business day if sent by registered mail, return receipt requested, to the parties as follows:
If to the Majority Stockholder, to his most recent address shown on records of the Company or its Affiliate;
With a copy to:
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
If to the Company:
Newton Acquisition, Inc.
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Attention: General Counsel
With a copy to: