Neiman Marcus 2003 Annual Report Download - page 305

Corporation or one of its subsidiaries shall be deemed to refer to such Optionee's service on the Board. As used herein the term
"Permitted Transferee" shall mean the child (natural or adopted) or grandchild (natural or adopted) of the Optionee, a trust or
custodian for the benefit of any such child or grandchild, or any other legal entity created for the benefit of the children or
grandchildren of the Optionee, which the Committee determines, in its sole discretion, is an appropriate holder of the Option
consistent with the purposes and objectives of the Plan. In the event of a Permitted Transferee's death prior to the expiration of the
Option, the person or persons to whom the Option is transferred by will of the Permitted Transferee or the laws of descent and
distribution shall have all of the rights transferred to such Permitted Transferee hereunder, subject to the restrictions and performance
of the obligations set forth herein. In all respects, questions of interpretation and application of the Plan and of this Agreement shall
be determined by a majority of the Committee, as may from time to time be constituted, and the determinations of such majority shall
be final and binding upon all persons.
12. Choice of Law; Exclusive Forum; Consent to Jurisdiction; Waiver of Right to Contest Removal and to Jury Trial. The
validity, performance and enforceability of this Agreement shall be determined and governed by the laws of the State of Texas,
without regard to its conflict of laws principles. The exclusive forum for any action concerning this Agreement or the transactions
contemplated hereby shall be in a court of competent jurisdiction in Dallas County, Texas, with respect to a state court, or the Dallas
Division of the United States District Court for the Northern District of Texas, with respect to a federal court. OPTIONEE HEREBY
CONSENTS TO THE EXERCISE OF JURISDICTION OF A COURT IN THE EXCLUSIVE FORUM AND WAIVES ANY
RIGHT HE OR SHE MAY HAVE TO CHALLENGE OR CONTEST THE REMOVAL AT ANY TIME BY THE
CORPORATATION TO FEDERAL COURT OF ANY SUCH ACTION HE OR SHE MAY BRING AGAINST IT IN STATE
COURT. OPTIONEE AND THE CORPORATION FURTHER HEREBY MUTUALLY WAIVE THEIR RIGHT TO TRIAL BY
JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.
EXECUTED at Dallas, Texas, as of the date appearing in the first paragraph of this Agreement.
THE NEIMAN MARCUS GROUP, INC.
By:
Nelson A. Bangs
Senior Vice President and General Counsel
, Optionee
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