Neiman Marcus 2003 Annual Report Download - page 300

Exhibit 10.31
THE NEIMAN MARCUS GROUP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
ISSUED PURSUANT TO 1997 INCENTIVE PLAN
THIS AGREEMENT is made as of the day of , 20 , by and between THE NEIMAN MARCUS GROUP, INC.,
a Delaware corporation (the "Corporation"), and , an employee of the Corporation or one of its subsidiaries (the
"Optionee").
Recitals:
1. On January 17, 1997, the Corporation adopted for the benefit of key employees The Neiman Marcus Group, Inc.
1997 Incentive Plan (the "Plan"), and the Plan was approved by its stockholders on that date.
2. The Plan is administered by the Compensation Committee (the "Committee") of the Corporation's Board of
Directors (the "Board").
3. The Committee has selected the Optionee to participate in the Plan by the grant of a stock option which it is
understood and agreed will not qualify as an incentive stock option under the provisions of Section 422 of the Internal Revenue Code
of 1986, as amended.
Agreement:
For and in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, it is
agreed as follows:
1. Grant of Option. The Corporation hereby grants to the Optionee a non-qualified stock option (the "Option") to
purchase up to shares (the "Shares") of its Class A Common Stock, par value $.01 per share ("Common Stock") at
$ per share, being equal to 100% of the fair market value of one share of Common Stock on the date hereof. The Optionee's
right to purchase the Shares shall be exercised in the manner and subject to the terms and conditions hereinafter provided. The
Corporation shall, at all times while the Option is in force, reserve such number of shares of Common Stock as will be sufficient to
satisfy the requirements of this Agreement.
2. Time of Exercise of the Option. During the first three years the Option is outstanding it may not be exercised with
respect to any of the Shares, except to the extent provided under the Plan in the event of a Change of Control of the Corporation.
Subject to the provisions of Sections 4 and 5 of this Agreement, during the fourth year and thereafter the Option may be exercised as
to all or any of the Shares, less the number of Shares previously purchased thereunder, but it shall not be exercisable after the
expiration of six years from the date hereof.