Neiman Marcus 2003 Annual Report Download - page 301

3. Method of Exercise. Shares purchased under the Option shall at the time of exercise be paid for in full. The Option
may be exercised from time to time by written notice to the Corporation stating the number of Shares with respect to which the Option
is being exercised, and the time of the delivery thereof, which time shall be at least 15 days after the giving of such notice unless an
earlier date shall have been mutually agreed upon. At the time specified in such notice, the Corporation shall deliver to the Optionee
(or other person entitled to exercise the Option) at the main office of the Corporation, or such other place as shall be mutually
acceptable, a certificate or certificates for such Shares out of theretofore authorized but unissued shares of Common Stock or
reacquired shares of Common Stock, as the Corporation may elect, against payment of the Option price in full for the number of
Shares to be delivered by certified or bank cashier's check or the equivalent thereof acceptable to the Corporation (including, but not
limited to, shares of capital stock of the Corporation); provided, however, that the time of such delivery may be postponed by the
Corporation for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of
any national securities exchange. If the Optionee (or other person entitled to exercise the Option) fails to accept delivery of and pay
for all or any part of the number of Shares specified in such notice upon tender or delivery thereof, his or her right to exercise the
Option with respect to such undelivered Shares may be terminated by the Committee.
4. Termination of Employment; Retirement.
(a) Subject to the last paragraph of this Section 4(a), the Optionee or a Permitted Transferee (as defined in Section 11)
or Transferees, if any, may, at any time within three months after the date of termination of the Optionee's employment with the
Corporation and its subsidiaries, but not later than the date of expiration of the Option, exercise the Option to the extent the Optionee
was entitled to do so on the date of termination; provided that the Optionee or the Permitted Transferee or Transferees, if any, shall not
be deemed to be so entitled on the date of termination if the Committee shall find that the Optionee's employment was terminated for
Cause or because of any activity on the Optionee's part in competition with, or detrimental to, the Corporation or any of its
subsidiaries or that the Optionee terminated such employment of the Optionee's own volition in order to engage or because the
Optionee had engaged in such activity (in any such case, a "Cause Termination"). If the Option or any portion of the Option is not so
exercised, or if the Optionee shall be deemed not to be entitled to exercise it, the Option or unexercised portion thereof shall
terminate. However, the Option shall not be affected by any change in the duties or position of the Optionee (including transfer to or
from a subsidiary) so long as the Optionee continues in the employ of the Corporation or one of its subsidiaries.
For purposes of this Agreement, "Cause" shall mean, in the Committee's reasonable judgment, (i) a breach of duty by
Optionee in the course of his or her employment involving fraud, acts of dishonesty (other than inadvertent acts or omissions),
disloyalty, or moral turpitude, (ii) conduct that is materially detrimental to the Corporation or any of its subsidiaries, monetarily or
otherwise, or reflects unfavorably on the Corporation or any of its subsidiaries or Optionee, (iii) Optionee's failure to comply with or
enforce the Corporation's or any of its subsidiaries' policies concerning equal employment opportunity, including engaging in sexually
or otherwise harassing conduct, (iv) Optionee's repeated insubordination
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