Neiman Marcus 2003 Annual Report Download - page 303

services with the Corporation or any of its subsidiaries. A cessation of the Optionee's employment by reason of a leave of absence of
not more than six months approved by the Corporation shall not be deemed a termination of employment.
5. Exercise by Representative, Etc.
(a) If the Optionee dies while in the employ of the Corporation or one of its subsidiaries and while this Option remains
outstanding without having previously been exercised in full, the person or persons to whom the Option is transferred by will or the
laws of descent and distribution (the "Representative"), or the Permitted Transferee or Transferees, if any may at any time within
twelve months after the date of death, but not later than the date of expiration of the Option provided in Section 3, exercise any
remaining unexercised portion of the entire Option, including those Shares that have not yet become exercisable pursuant to Section 3.
(b) If the Optionee dies within three months after his or her termination of employment (other than a termination as the
result of Eligible Retirement as defined in Section 4(b)) at a time when all or a portion of this Option remains outstanding and
exercisable without having previously been exercised in full, the Representative, or the Permitted Transferee or Transferees, if any,
may at any time within twelve months after the date of death, but not later than the date of expiration of the Option, exercise any
remaining unexercised portion of this Option but only to the extent the Optionee was entitled to do so on the date of death.
(c) If the Optionee dies within twelve months after termination of employment as the result of an Eligible Retirement
as defined in Section 4(b) at a time when all or a portion of this Option remains outstanding and exercisable without having previously
been exercised in full, the Representative, or the Permitted Transferee or Transferees, if any, may, at any time during the period
ending on the later of (i) twelve months after the date of Eligible Retirement or (ii) three months after the date of death, but not later
than the date of expiration of the Option provided in Section 3, exercise any remaining unexercised portion of this Option but only to
the extent the Optionee was entitled to do so on the date of death.
If the Option or any portion of the Option of the deceased Optionee is not so exercised within the above time limits, it shall terminate.
6. Restrictions on Transferability of Option. The Option shall not be transferred except to one or more Permitted
Transferees, or except by will or the laws of descent and distribution, nor may it be otherwise assigned, transferred, pledged,
hypothecated or disposed of in any way (by operation of law or otherwise) and it shall not be subject to execution, attachment or
similar process. The Option may be exercised only by the Optionee, by a Permitted Transferee, or by the Optionee's or Permitted
Transferee's duly appointed guardian or personal representative. The Optionee may transfer all or part of the Option to one or more
Permitted Transferees at any time prior to the exercise of the Option in full. Upon any such transfer, a Permitted Transferee shall
succeed and be subject, to the extent of the Option or part of the Option so transferred and the Shares covered thereby, to all of
Optionee's rights, promises, restrictions and obligations hereunder. A Permitted Transferee to whom all or a
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