Neiman Marcus 2011 Annual Report Download - page 138

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Exhibit 10.18
NEIMAN MARCUS, INC.
AMENDED AND RESTATED STOCK OPTION GRANT
AGREEMENT

THIS Second Amended and Restated Stock Option Grant Agreement (this “Agreement”) is made effective as of this 28 day of March, 2012 between
Neiman Marcus, Inc. (the “Company”) and Burton M. Tansky (the “Participant”).
WHEREAS, the Company has adopted and maintains the Neiman Marcus, Inc. Management Equity Incentive Plan, as amended (the “Plan”);
WHEREAS, the Plan provides for the Grant to Participants in the Plan of Non-Qualified Stock Options to purchase shares of Common Stock of the
Company;
WHEREAS, the Company previously granted a Non-Qualified Stock Option to the Participant pursuant to the Plan evidenced by a Stock Option
Grant Agreement dated as of November 29, 2005, amended as of January 1, 2009 and amended and restated as of April 1, 2010 (the “Existing Option”); and
WHEREAS, the Participant consented to certain amendments to the Existing Option pursuant to the Non-Qualified Stock Option Amendment Letter,
dated March 2, 2012 (the “Amendment Letter”).
NOW, THEREFORE, pursuant to the authority reserved in Section 4.12 of the Plan and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree to amend and restate the Amended and Restated Stock Option Grant Agreement in its entirety as follows:
1. Grant of Options. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby restates the
prior grant to the Participant of a Fair Value Option with respect to 7,269.3851 shares of Common Stock of the Company and a Performance Option with
respect to 5,668 shares of Common Stock of the Company, such that the total number of shares of Common Stock of the Company granted to the Participant
hereunder as a Non-Qualified Stock Option is 12,937.3851 shares (the “Option”).
2. Grant Date. The Grant Date of the Performance Option is April 1, 2010 and the Grant Date of the Fair Value Option is November 29,
2005.
3. Incorporation of Plan. Except as provided herein, all terms, conditions and restrictions of the Plan are incorporated herein and made part
hereof as if stated herein. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan. Pursuant to the terms of
the Amendment Letter, to which the Participant consented by timely signing and returning (and not revoking) the Acceptance Form (as such term is defined in
the Amendment Letter), the Participant agrees to the following amendments to the Plan, and a waiver of any current or future rights (with respect to the Option
or any other award under the Plan) to the cash bonus amounts described in the unamended version of Section 4.13(d) of the Plan, effective as of March 27,
2012:
· Section 4.13(d) of the Plan will be deleted in its entirety and replaced with the words “Intentionally Omitted.”
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