Neiman Marcus 2010 Annual Report Download - page 72

Table of Contents
anniversary of October 6, 2005, beginning on the one-month anniversary of such first anniversary and becoming fully vested on
October 6, 2010, subject to earlier vesting in certain circumstances following a change of control.
(4) Nonqualified stock options exchanged in a tender offer for underwater options at the ratio of 1.5 to 1 on December 15, 2009
which vests 25% on the first anniversary of December 15, 2009 and thereafter in thirty-six equal monthly installments over the
thirty-six months following the first anniversary of December 15, 2009, beginning on January 15, 2011 and becoming fully
vested on December 15, 2013. The options were granted at the initial exercise price of $1,000 per share which will increase at a
10% compound rate on each anniversary of December 15, 2009 until the earlier to occur of (i) the exercise of the option,
(ii) December 15, 2013, or (iii) the occurrence of a change of control, or in the event the equity investors sell a portion of their
investment, with respect to a portion of the options bearing the same ratio as the portion of the equity investor's equity sold. On
December 15, 2011, the option price will increase to $1,210 per share.
(5) Nonqualified stock options granted on September 30, 2010 at the exercise price of $1,576 per share which vests 25% on the
first anniversary of September 30, 2010 and thereafter in thirty-six equal monthly installments over the thirty-six months
following the first anniversary of September 30, 2010, beginning on October 30, 2011 and becoming fully vested on
September 30, 2014, subject to earlier vesting in certain circumstances following a change of control. These grants were made
to Ms. Katz and Messrs. Skinner and Gold pursuant to their entering into new employment contracts effective October 6, 2010.
See "Employment and Other Compensation Agreements" beginning on page 70 of this section.
(6) Nonqualified stock options granted on October 5, 2009 at the exercise price of $1,000 per share which vests 20% on the first
anniversary of October 5, 2009 and thereafter in forty-eight equal monthly installments over the forty-eight months following
the first anniversary of October 5, 2009, beginning on the one-month anniversary of such first anniversary and becoming fully
vested on October 5, 2014. The options were granted at the initial exercise price of $1,000 per share which will increase at a
10% compound rate on each anniversary of October 5, 2009 until the earlier to occur of (i) the exercise of the option,
(ii) October 5, 2014, (iii) the occurrence of a change of control, or (iv) a sale by our equity investors of a portion of their
investment, in which event a portion of the options bearing the same ratio as the portion of the equity investor's equity sold will
no longer increase the exercise price. On October 5, 2011, the option price will increase to $1,210 per share.
(7) On May 13, 2011, Mr. Tansky elected to exercise stock options with respect to 1,465 shares of NMI's common stock. Because
the fair market value of these shares was dependent on an independent appraisal of NMI as of the exercise date, Mr. Tansky
will be issued these shares in the first quarter of fiscal year 2012.
The following table sets forth information concerning the exercise of stock options during fiscal year 2011 for each of the
named executive officers.
OPTION EXERCISES AND STOCK VESTED
Option Awards
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)(1)
Burton M. Tansky 3,742 4,545,855
Karen W. Katz — —
James E. Skinner — —
James J. Gold — —
Nelson A. Bangs — —
Phillip L. Maxwell — —
Marita Glodt — —
Gerald A. Barnes — —
(1) Reflects the difference between the exercise price of the stock option and the valuation price in effect on the date of the
exercise as determined by the Company based upon a number of factors, as more fully discussed on page F-32.
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