Neiman Marcus 2003 Annual Report Download - page 286

for the Purchased Restricted Stock Units pursuant to Section 1 and (B) an amount equal to the number of Purchased
Restricted Stock Units multiplied by the average of the closing prices of a share of Common Stock on the New York Stock
Exchange over the ten most recent trading days preceding the date of termination of employment.
(c) If the Employee dies while in the employ of the Corporation or any of its subsidiaries, the Purchased
Restricted Stock Units then subject to this Award shall vest if not yet vested. The person or persons to whom the Employee's
rights under this Agreement are transferred by will or the laws of descent and distribution shall be entitled to receive, within
30 days after presentation to the Secretary of the Corporation of documentation acceptable to the Secretary establishing the
legal rights of such person or persons, a certificate representing a number of shares of Common Stock equal to the number of
Purchased Restricted Stock Units then subject to this Award.
(d) If while in the employ of the Corporation or any of its subsidiaries the Employee shall become
permanently disabled such that the Employee will be unable to return to his or her employment with the Corporation or its
subsidiaries (as shall be conclusively determined by the Employee Benefits Committee of the Corporation), the Purchased
Restricted Stock Units then subject to this Award shall vest if not yet vested. Within 30 days after the determination of such
permanent disability, the Corporation shall issue to the Employee a certificate representing a number of shares of Common
Stock equal to the number of Purchased Restricted Stock Units then subject to this Award.
(e) If the Employee terminates employment with the Corporation and all of its subsidiaries prior to the
Vesting Date on account of his or her Eligible Retirement, then a portion of the Purchased Restricted Stock Units then subject
to this Award shall vest, with the number to be determined by multiplying the number of Purchased Restricted Stock Units
then subject to this Award by a fraction, the numerator of which is the number of completed months from the date of this
Agreement through the date of Eligible Retirement and the denominator of which is 36. Within 30 days after the date of such
Eligible Retirement, the Corporation shall issue to the Employee a certificate representing a number of shares of Common
Stock equal to such number of vested Purchased Restricted Stock Units. The remaining Purchased Restricted Stock Units
subject to this Agreement shall be treated in the same manner as unvested Purchased Restricted Stock Units subject to the
provisions of Section 4(b). For purposes of this Agreement, "Eligible Retirement" shall mean the termination of the
Employee's employment with the Corporation and all of its subsidiaries on or after the date as of which the Employee (i) is
eligible for a normal retirement benefit on account of reaching normal retirement age under the terms of The Neiman Marcus
Group, Inc. Retirement Plan (or a successor plan), or (ii) is not less than age 55 and has not less than twenty (20) years of
vesting or credited service under the terms of The Neiman Marcus Group, Inc. Retirement Plan (or a successor plan);
provided that the Employee's termination of employment shall not be an "Eligible Retirement" if the Committee shall find
that the Employee was terminated on account of "Cause."
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