Neiman Marcus 2011 Annual Report Download - page 155
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Exhibit 10.22
NEIMAN MARCUS, INC.
AMENDED AND RESTATED STOCK OPTION GRANT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”), made 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 (the “Plan”) to promote
the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to
encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the
Company;
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 October 1, 2011 (the “Original Agreement”); and
WHEREAS, the Participant consented to certain amendments to the Original Agreement pursuant to the Non-Qualified Stock Option
Amendment Letter, dated March 2, 2012 (the “Amendment Letter”).
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree to
amend and restate the Original Agreement 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 NON-QUALIFIED STOCK OPTION (the “Option”) with respect to ( ) shares of Common Stock of the
Company. 65% of the Option is a Fair Value Option ( ) and 35% of the Option is a Performance Option ( ).
2. Grant Date. The Grant Date of the Option is October 1, 2011.
3. 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
th