Neiman Marcus 2010 Annual Report Download - page 152

the date the Participant's Employment is, or is deemed to have been, terminated for Cause; or (iv) on (Date), if the Option has not
previously expired for any of the reasons specified above in this Section 6.
7. Certain Rights on a Change of Control. If (a) a Change of Control occurs, (b) the surviving corporation following
such Change of Control is an entity for whose stock there is no Public Market, (c) the surviving corporation assumes the Participant's
outstanding Options in connection with such Change of Control and such Options convert into options to purchase common stock or
other equity interests of the surviving corporation (the "Assumed Options") and (d) the Participant thereafter experiences a Qualifying
Termination at any time prior to the occurrence of an Initial Public Offering of the surviving corporation, the Participant will be
entitled to sell to the Company or such surviving corporation, within ninety (90) days of such Qualifying Termination, all or any
portion of the Assumed Options that the Participant had not exercised at the time of such sale and elects to sell to the Company or
such surviving corporation (the "Eligible Assumed Options"), and the Company or such surviving corporation will be obligated to
purchase from the Participant, in full satisfaction of the Participant's rights with respect to such Eligible Assumed Options, all such
Eligible Assumed Options, for a price equal to the aggregate fair market value, as determined in accordance with Treas. Reg. §
1.409A-1(b)(5)(iv), of the shares of common stock or other equity interests underlying such Eligible Assumed Options, minus the
aggregate exercise price of such Eligible Assumed Options that such Participant would have been required to pay in order to exercise
such Eligible Assumed Options.
8. Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal
or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such
invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or
rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant
should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that
the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and
enforceable. No waiver of any provision or violation of this Agreement by the Company shall be implied by the Company's
forbearance or failure to take action. It is intended that the Option be exempt from Code Section 409A, and this Agreement shall be
administered and construed to the fullest extent possible to reflect and implement such intent.
9. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto
upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it
be construed to be a waiver of, or acquiescence in, any such breach or default, or any similar breach or default thereafter occurring nor
shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be
effective only to the extent specifically set forth in such writing.
10. Limitation on Transfer. The Option shall be exercisable only by the Participant or the Participant's Permitted
Transferee(s), as determined in accordance with the terms of the Plan (including without limitation the requirement that the Participant
obtain the prior written approval by the Board of any proposed Transfer to a Permitted Transferee during the lifetime of the
Participant). Each Permitted Transferee shall be subject to all the restrictions, obligations, and responsibilities as apply to the
Participant under the Plan and this Agreement and shall be entitled to all the rights of the Participant under the Plan, provided that in
respect of any Permitted Transferee which is a trust or
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