Neiman Marcus 2011 Annual Report Download - page 146
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Exhibit 10.20
NEIMAN MARCUS, INC.
SECOND 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 ( ) (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 October 6, 2005, amended as of January 1, 2009 and amended and restated as of December 15, 2009 (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. Incorporation of Plan. 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.”
· Section 4.13(e) will be amended and restated to read as follows: Other Changes. In the event of any change in the capitalization of the
Company or a corporate change other than those specifically referred to in Sections 4.13(a), (b) or (c) hereof, including without limitation
the payment of an extraordinary cash dividend, the Board shall, in its discretion, make such adjustments in the number and kind of
shares or other securities subject to Options outstanding on the date on which such change occurs and in the per-share Exercise Price of
each such Option as the Board may consider
TH