Neiman Marcus 2012 Annual Report Download - page 69

Table of Contents
(4) Nonqualified stock options designated as Fixed Price Options granted on September 30, 2010 at the initial exercise price of $1,576 per share which
vested 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 (as defined in the Management Incentive Plan). Following the 2012 Dividend declaration on
March 28, 2012, the exercise price of the vested Fixed Price Options was adjusted to $1,358.50 and the exercise price of the unvested Fixed Price
Options was adjusted to $1,141.00. 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 69.
(5) Nonqualified stock options designated as Accreting Options granted on October 1, 2011 which vested 20% on the first anniversary of October 1, 2011
and thereafter in forty-eight equal monthly installments over the forty-eight months following the first anniversary of October 1, 2011, beginning on
November 1, 2012 and becoming fully vested on October 1, 2016. The options were granted at the initial exercise price of $1,850 per share, adjusted to
$1,415.00 following the 2012 Dividend declaration on March 28, 2012, which will increase at a 10% compound rate on each anniversary of October 1,
2011 until the earlier to occur of 1) the exercise of the option, 2) October 1, 2016, or 3) 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 October 1, 2013, the option price of the Accreting Options will increase to $1,712.15 per share per 10% compound rate annual increase as
described above in this footnote.
(6) Nonqualified stock options designated as Fixed Price Options granted on October 1, 2011 at the initial exercise price of $1,850 per share, adjusted to
$1,415.00 following the 2012 Dividend declaration on March 28, 2012, which vested 20% on the first anniversary of October 1, 2011 and thereafter in
forty-eight equal monthly installments over the forty-eight months following the first anniversary of October 1, 2011, beginning on the one-month
anniversary of such first anniversary and becoming fully vested on October 1, 2016, subject to earlier vesting in certain circumstances following a
change of control.
(7) Nonqualified stock options designated as Fixed Price Options granted on November 7, 2012 at the exercise price of $2,025 per share which vest 20% on
the first anniversary of November 7, 2012 and thereafter in forty-eight equal monthly installments over the forty-eight months following the first
anniversary of November 7, 2012, beginning on the one-month anniversary of such first anniversary and becoming fully vested on November 7, 2017,
subject to earlier vesting in certain circumstances following a change of control.
(8) Nonqualified stock options designated as Accreting Options granted on May 25, 2012 which vested 20% on the first anniversary of May 25, 2012 and
thereafter in forty-eight equal monthly installments over the forty-eight months following the first anniversary of May 25, 2012, beginning on June 25,
2013 and becoming fully vested on May 25, 2017. The options were granted at the initial exercise price of $1,812 per share which will increase at a 10%
compound rate on each anniversary of May 25, 2012 until the earlier to occur of 1) the exercise of the option, 2) May 25, 2017, or 3) 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 May 25, 2014, the option price of the Accreting Options will increase to $2,192.52 per share per
10% compound rate annual increase as described above in this footnote. These options were granted in connection with Mr. Schulman’s commencing
employment with us.
(9) Nonqualified stock options designated as Fixed Price Options granted on May 25, 2012 at the commencing exercise price of $1,812 per share which
vest 20% on the first anniversary of May 25, 2012 and thereafter in forty-eight equal monthly installments over the forty-eight months following the first
anniversary of May 25, 2012, beginning on the one-month anniversary of such first anniversary and becoming fully vested on May 25, 2017, subject
to earlier vesting in certain circumstances following a change of control.
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