Neiman Marcus 2008 Annual Report Download - page 249

Rollover Shares, to the "Merger Consideration" (as defined in the Merger Agreement). In particular, you would be entitled to the
Merger Consideration in exchange for each Rollover Share (the aggregate such amount with respect to the Rollover Shares, the
"Rollover Share Merger Consideration"). You would also be entitled to the same consideration for shares you received pursuant to an
election, prior to the Closing, to exercise some or all of the Rollover Options (the aggregate such amount with respect to the Rollover
Options, the "Rollover Option Merger Consideration" and, with the Rollover Share Merger Consideration, the "Rollover Merger
Consideration"). By completing the Acceptance Form below, you agree (i) not to exercise the Rollover Options and (ii) to contribute
your Rollover Shares to Newco. Newco agrees to accept your Rollover Shares and assume and adjust your Rollover Options as
provided herein. This rollover will occur as set forth below in "Sale and Purchase of Newco Equity; Rollover Mechanics", and you
hereby agree that as a result you will not be entitled to receive any Rollover Merger Consideration.
2. Sale and Purchase of Newco Shares; Rollover Mechanics. By completing and returning the Acceptance Form below, you
agree to, immediately prior to the Closing, contribute your Rollover Shares to Newco and agree to forego any Rollover Share Merger
Consideration to which you would otherwise have been entitled absent an election to invest in the Shares. The Rollover Shares so
contributed will be canceled and retired without any conversion thereof or payment or distribution thereon, as set forth in
Section 2.1(b) of the Merger Agreement. Additionally, pursuant to the terms of the Option Grant Agreements, you will, immediately
prior to the Closing, cease to have any rights with respect to your Rollover Options including any Rollover Option Merger
Consideration to which you would otherwise have been entitled absent the Committee Determination and your agreement not to
exercise the Rollover Options. The Rollover Options will be converted into the Newco Options without any payment or distribution
thereon.
In exchange for the Rollover Shares, you will receive such number of Shares having an aggregate value equal (based on the
valuation and capitalization set forth in Schedule I) to the aggregate value of the Rollover Shares immediately prior to the Closing as
indicated on the Acceptance Form. As soon as practicable following the Closing, you will either become the holder of record or
receive physical certificates of the Shares.
3. Rollover Share Certificates; Assumption and Adjustment of the Rollover Options. With respect to the Rollover Shares, you
hereby authorize NMG to take such action as may be necessary to cause the Rollover Shares to be rolled over.
You agree that you will not exercise the Rollover Options prior to the Closing. Newco agrees to assume the Rollover
Options on their current terms and conditions, except that:
(a) the Newco Options will be fully vested at all times, except as provided in Section 7(b) below;
(b) the Newco Options will be exercisable for Shares;
(c) the exercise price per Share of each Newco Option will equal the lesser of (i) 25% of the fair market value of a
Share, or (ii) the percentage of the fair market value of a Share that equals the ratio of the exercise price per NMG share of such option
to the Merger Consideration;
2