Neiman Marcus 2003 Annual Report Download - page 311

(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 the Restrictions shall be removed as to 20% of the Shares on each anniversary of the date of this Agreement in the
years 2004 through 2008; provided that the removal of the Restrictions on any 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 the Shares as to which the Restrictions are to be removed, and instructing the Registrar to issue to the
Employee a stock certificate representing such 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 on any Shares, the Employee shall be free
to sell, transfer, assign, pledge or otherwise dispose of such 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, (i) the Employee shall have no rights whatsoever in and to any
of the Shares as to which the Restrictions have not by that time been removed pursuant to the foregoing paragraph, (ii) all
such 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
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