Neiman Marcus 2008 Annual Report Download - page 272

Exhibit 10.6
Execution Copy
Newton Acquisition, Inc.
September 30, 2005
Re: Opportunity to Acquire Shares
Dear Neiman Marcus Executive,
As you know, The Neiman Marcus Group, Inc. ("NMG") is in the process of undergoing a change of control, and following
the change of control, 100% of its outstanding shares will be owned by an entity called Newton Acquisition, Inc. ("Newco"). This
transaction is pursuant to an Agreement and Plan of Merger, dated as of May 1, 2005, by and among Newco, Newton Acquisition
Merger Sub, Inc. and NMG (the "Merger Agreement"). Although a delay is possible, we expect that the closing of the transaction will
occur on October 6, 2005 (the "Closing").
We are pleased to offer you the opportunity to invest in shares of common stock of Newco (the "Shares") on the terms and
conditions set out below. As further described below, to the extent that you own shares of NMG as a capital asset, you are being given
the opportunity to invest on a tax-deferred basis by "rolling over" a portion of these shares (any such shares being rolled over, the
"Rollover Shares"). In addition, you are being offered the opportunity to make a cash contribution as set forth in Section 3 and the
Acceptance Form (your "Cash Contribution").
1. Merger Consideration; Rollover Shares. As a result of the transactions contemplated by the Merger Agreement, absent an
election to contribute or "rollover" the Rollover Shares as contemplated in this agreement (this "Agreement"), you would be entitled,
with respect to your Rollover Shares, to the "Merger Consideration" (as defined in the Merger Agreement) for each such Rollover
Share (the aggregate such amount that you would be entitled to receive with respect to your Rollover Shares, the "Rollover Merger
Consideration"). As a technical matter, the Rollover Merger Consideration that is payable to you in the absence of a rollover election
would be distributed by NMG. By completing the Acceptance Form below, you agree to, and instruct Newco and NMG to use their
reasonable efforts to, roll over your Rollover Shares into the Shares in lieu of receiving the Rollover Merger Consideration in cash.
Upon your instruction, this rollover will occur as set forth below in "Sale and Purchase of Shares; Rollover Mechanics", and will
ultimately result in your Rollover Shares being contributed to Newco in exchange for the Shares.
2. Sale and Purchase of 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 Merger Consideration
(and any Merger Consideration you are using to satisfy your Cash Contribution) 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