Neiman Marcus 2010 Annual Report Download - page 153
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custodianship, the Option shall become exercisable and/or expire based on the employment and termination of employment of the
Participant. All shares of Common Stock obtained pursuant to the Option granted herein shall not be transferred except as provided in
the Plan and, where applicable, the Management Stockholders' Agreement.
11. Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly
set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and
understandings between the parties with respect to its subject matter.
12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
13. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware without regard to the provisions governing conflict of laws.
14. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan. The Participant
hereby acknowledges that all decisions, determinations and interpretations of the Board in respect of the Plan, this Agreement and the
Option shall be final and conclusive. The Participant further acknowledges that, prior to the existence of a Public Market, no exercise
of the Option or any portion thereof shall be effective unless and until the Participant has executed the Management Stockholders'
Agreement and the Participant hereby agrees to be bound thereby.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and
said Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands
this Agreement, the Plan and the Management Stockholders' Agreement as of the day and year first written above.
NEIMAN MARCUS, INC.
By:
Nelson A. Bangs, Senior Vice President and
General Counsel
PARTICIPANT
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