Neiman Marcus 2011 Annual Report Download - page 156

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 appropriate to prevent dilution or enlargement of rights.
4. Exercise Price. The Exercise Price of each share of Common Stock underlying the Option is as set forth in the table below. The
portion of the Option that is a Performance Option will have an Accreting Exercise Price in accordance with the Plan.
Number of Shares Underlying the Option Type Exercise Price
(Vested as of 3-28-2012) Fair Value Option $( )
(Unvested as of 3-28-2012) Fair Value Option $( )
(Vested as of 3-28-2012) Performance Option $( )
(Unvested as of 3-28-2012) Performance Option $( )
5. Vesting Date. The Option shall become exercisable as follows: twenty percent of the shares underlying such Option shall vest and
become exercisable on the first anniversary of the Grant Date and the remaining portion of the Option shall vest and become exercisable in forty-eight equal
monthly installments over the forty-eight (48) months following the first anniversary of the Grant Date, beginning on the one-month anniversary of such first
anniversary, until 100% of the Option is fully vested and exercisable thereafter, provided that the Participant is still employed by the Company on each such
anniversary. On each Vesting Date, an equal portion of the Option that is a Fair Value Option and a Performance Option will become vested.
6. Expiration Date. Subject to the provisions of the Plan, with respect to the Option or any portion thereof which has not become
exercisable, the Option shall expire on the date the Participant’s Employment is terminated for any reason, and with respect to any Option or any portion
thereof which has become exercisable, the Option shall expire on the earlier of: (i) 90 days after the Participant’s termination of Employment other than for
Retirement, Cause, death or Disability; (ii) one year after termination of the Participant’s Employment by reason of Retirement, death or Disability; (iii) the
commencement of business on the date the Participant’s Employment is, or is deemed to have been, terminated for Cause; or (iv) the seventh anniversary of
the Grant Date.
7. Certain Rights on a Change of Control . If (a) a Change of Control occurs, (b) the surviving corporation following such Change of
Control is an entity for whose stock there is no Public Market, (c) the surviving corporation assumes the Participant’s outstanding Options in connection with
such Change of Control and such Options convert into options to purchase common stock or other equity interests of the surviving corporation (the “Assumed
Options”) and (d) the Participant thereafter experiences a Qualifying Termination at any time prior to the occurrence of an Initial Public Offering of the
surviving corporation, the Participant will be entitled to sell to the Company or such surviving corporation, within ninety (90) days of such Qualifying
Termination, all or any portion of the Assumed Options that the Participant had not exercised at the time of such sale and elects to sell to the Company or such
surviving corporation (the “Eligible Assumed Options”), and the Company or such surviving corporation will be obligated to purchase from the Participant,
in full satisfaction of the Participant’s rights with respect to such Eligible Assumed Options, all such Eligible Assumed Options, for a price equal to the
aggregate fair market value, as determined in accordance with Treas.
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