Neiman Marcus 2003 Annual Report Download - page 307

pursuant to Section 3; (ii) such additional stock shall enjoy the privileges and be subject to the Restrictions applicable to the Shares;
and (iii) the Employee shall be entitled to sell, transfer, assign, pledge or otherwise dispose of such additional stock when the
Restrictions on the Shares to which the distribution relates have been removed pursuant to Section 3.
3. Restrictions on Transfer of Shares; Termination of Employment; Death, or Disability.
(a) The Employee shall not have the right to sell, transfer, assign, pledge or otherwise dispose of the Shares, except that
such Restrictions shall be removed on the third anniversary of the date of this Agreement; provided that the removal of the
Restrictions on such anniversary date shall occur if and only if the Employee is on such date an employee of the Corporation or one of
its subsidiaries. Restrictions on the Shares shall also be removed to the extent provided under the Plan in the event of a Change of
Control of the Corporation. Removal of the Restrictions shall be accomplished by means of a letter of instructions to the Registrar,
signed by a senior executive of the Corporation, specifying that the Restrictions on the Shares are to be removed, and instructing the
Registrar to issue to the Employee a stock certificate representing the Shares, registered in the name of the Employee or in such name
or names as the Employee may request in writing (which request shall be accompanied by payment of any stock transfer taxes that
may be due as a result of such registration in such other name or names). The Registrar shall debit the Employee's restricted stock
account accordingly. The Corporation will take any steps it deems necessary or desirable to satisfy its withholding tax obligation
upon removal of the Restrictions; provided that the Employee shall have the right (by delivering written notice to the Secretary of the
Corporation no less than 30 days nor more than 60 days prior to the date the Restrictions are to be removed) to have Shares withheld
from the certificate to be issued upon removal of the Restrictions or to tender other shares of Common Stock to meet such obligations.
Following removal of the Restrictions, the Employee shall be free to sell, transfer, assign, pledge or otherwise dispose of the Shares,
subject to applicable securities laws and the policies of the Corporation then in effect.
(b) Subject to the provisions of paragraphs (c) and (d) of this Section, upon termination of the Employee's
employment with the Corporation and any of its subsidiaries at a time when the Restrictions have not been removed, (i) the
Employee shall have no rights whatsoever in and to any of the Shares; (ii) all the Shares shall revert to the Corporation; and
(iii) neither the Employee nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives
shall have any rights with respect thereto.
(c) If the Employee dies while in the employ of the Corporation or any of its subsidiaries, 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 and establishing the legal rights of such person or persons, a certificate for the Shares as to which the
Restrictions have not yet been removed pursuant to the provisions of Section 3(a), which certificate shall be issued in
accordance with the provisions of Section 3(a) applicable to Shares with respect to which the Restrictions have
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