Neiman Marcus 2003 Annual Report Download - page 322

8. RESTRICTION ON ISSUANCE OF SHARES. The Corporation shall not be obligated to sell or issue any shares
pursuant to the Option unless the shares with respect to which the Option is being exercised are at that time effectively registered or
exempt from registration under the Securities Act of 1933, as amended.
9. RIGHTS AS A STOCKHOLDER. The Optionee or any Permitted Transferee shall have no rights as a stockholder with
respect to any shares covered by the Option until the date of issuance of a stock certificate to the Optionee for such shares. No
adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.
10. WITHHOLDING. The Corporation or any subsidiary that employs the Optionee shall have the right to deduct any sums
that federal, state or local tax law requires to be withheld with respect to the exercise of the Option. If the Option or any portion
thereof is transferred to a Permitted Transferee, the tax withholding obligations with respect to such Option or portion thereof shall
remain with the Optionee. In the alternative, the Optionee or other person exercising the Option may elect to pay such sums to the
employer corporation either by check or with capital stock of the Corporation by delivering written notice of that election to the
Secretary of the employer corporation (or the Corporation) no less than 30 days nor more than 60 days prior to exercise. There is no
obligation hereunder that the Optionee be advised of the amount which the employer corporation or the Corporation will be required
to withhold.
11. INTERPRETATION OF PLAN AND OPTION. This Agreement is being entered into pursuant to the Plan and shall be
governed in all respects by the terms and provisions thereof. As used herein the term "employee" shall mean an employee of the
Corporation or of any subsidiary of the Corporation, including officers or members of the Board of Directors of the Corporation, and
the term "subsidiary of the Corporation" shall mean a subsidiary corporation as defined in Section 424 of the Internal Revenue Code
of 1986. 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 it may from time to time be constituted, and the determinations of such majority
shall be final and binding upon all persons.
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