Exhibit 10.4


 


Execution Copy


 


Newton Acquisition, Inc.


 


October 4, 2005


 


Mr. Burton Tansky

Chief Executive Officer

The Neiman Marcus Group, Inc.

1618 Main Street

Dallas, Texas 75201


 


Re:  Opportunity to Acquire Shares and Options


 


Dear Burt,


 


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”).


 


In
connection with the transaction, 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.  In
addition, pursuant to the terms of the non-qualified stock option agreements
(each, an “Option Grant Agreement”) awarding those options as set forth
on Schedule I hereto (the “Rollover Options”), the Committee (as
defined in each such Option Grant Agreement) has determined on October 3,
2005 (the “Committee Determination”) that these Rollover Options will
not be subject to the cash-out provisions of Section 2.2 of the Merger
Agreement and will therefore remain outstanding as of the Closing unless you
choose to exercise them prior thereto, and Newco has agreed to assume and
adjust the Rollover Options not so exercised to provide you with options to
purchase shares of common stock of Newco (the “Newco Options” and
together with the Shares, your “Newco Equity”) on the same terms and
conditions as set forth in the applicable Option Grant Agreement and the plan
pursuant to which such awards were made, except as expressly set forth
herein.  In addition to the Rollover
Options, you hold shares of common stock of NMG and are being given the
opportunity to invest on a tax-deferred basis by “rolling over” some of these
shares of common stock of NMG (any such shares being rolled over, the “Rollover
Shares”).


 


1.             Merger
Consideration; Rollover Equity.  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).  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

















 


(d)   the
number of Shares underlying each Newco Option shall be as set forth in Schedule I;
and


 


(e)   at
least 10 days prior to the termination or expiration of any Newco Option for
any reason, if there is not a Public Market (as defined in the Stockholders’
Agreement) for the Shares, Newco will permit you to exercise any such vested
Newco Options through net-physical settlement (i.e., by delivery of Shares net
of the number of Shares having a Fair Market Value (as defined in the
Stockholders’ Agreement, defined below) equal to the applicable exercise price
and applicable withholding taxes at the minimum statutory rate), unless (i) Newco’s
independent auditors determine that net-physical settlement of any such Newco
Options would produce less-favorable accounting consequences for Newco or its
affiliates than if you paid the exercise price for any such vested Newco
Options in cash (other than those that would have an immaterial effect) or (ii) Newco
receives advice from counsel, in accordance with Section 10 below, that
such net-physical exercise would result in a penalty under Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”).  If, in accordance with this paragraph, you
are entitled to exercise Newco Options through net-physical exercise, Fair
Market Value will be determined as set forth in the Stockholders’ Agreement,
including any right to an Outside Appraisal (as defined therein).


 


4.             Acceptance
and Closing; Conditions.  You may
accept this offer and the terms of this Agreement by completing and returning
the Acceptance Form below, in which case the closing of the acquisition of
your Newco Equity will occur immediately after the Closing.  This offer is conditioned upon the occurrence
of the Closing.  If the Closing does not
occur on or before October 17, 2005 (the “Closing Deadline”), this
Agreement will be canceled and you will have no rights with respect hereto and
any Rollover Shares that you have transferred or cash payment that you have
made pursuant to Section 3 will be returned to you; provided, that
if Newco determines on or before the Closing Deadline and in good faith that
the Closing is likely to occur on or before October 31, 2005, the Closing
Deadline shall automatically be extended to October 31, 2005.


 


5.             Limitation.  Newco, in its discretion, may limit the
number of Shares that you may purchase, and therefore may choose not to accept
the full amount of your investment election with respect to your Rollover
Shares.  Rollover Shares not so accepted
pursuant to the preceding sentence will be treated in accordance with the
provisions of the Merger Agreement.


 


6.             Vesting.  Your Shares when issued will be fully vested.


 


7.             Stockholders’
Agreement; Certain Other Agreements.


 


(a)   By
completing and returning the Acceptance Form below, you agree to become a
party to the Management Stockholders’ Agreement, a copy of which is attached
hereto as Annex A, as may be amended from time to time in accordance with its
terms (the “Stockholders’ Agreement”) and you will be subject to the
terms and conditions thereof with respect to your Shares; provided that
the Shares shall not be subject to the call right in Section 3(b).  Newco agrees that it will, and that it will
cause the Majority Stockholder (as defined below) to, also become a party to
the Stockholders’ Agreement.


 


3

















 


(b)   In
addition to the terms and conditions of the Stockholders’ Agreement, with
respect to Newco Options for a total of 1,810.4095 Shares, as determined
pursuant to Schedule I (the “Excess Options”), in the event that,
on or before the first anniversary of the Closing, your employment with NMG or
any of its affiliates terminates as a result of NMG or its affiliates
terminating your employment for Cause (as such term is defined in your
employment agreement with NMG, dated October 6, 2005 (your “Employment
Agreement”)), your voluntary resignation other than for your retirement or
for Good Reason (as such term is defined in your Employment Agreement), Newco
and its affiliates shall have the right, at any time until the earlier of (x)
the fifth anniversary of the Closing or (y) a Public Market (as such term is
defined in the Stockholders’ Agreement) exists for the Shares, to, at any time
after delivery of a notice to you or your estate:


 


i.            Cancel
each Excess Option in exchange for a cash payment for each Share underlying
such Excess Option being canceled equal to the difference between (1) the
lesser of (A) Fair Market Value of the Share (as such term is defined in
the Stockholders’ Agreement and subject to any right to seek an Outside
Appraisal in accordance with the Stockholders’ Agreement) underlying such
Excess Option and (B) $1,445 (whichever such amount applies, the “Excess
Share Buyout Price”) and (2) the per Share exercise price of such
Excess Option being canceled; or


 


ii.           Purchase
any or all Shares you hold as a result of the exercise of any or all of the
Excess Options for the Excess Buyout Price.


 


(c)   If,
after the Closing Date but prior to the existence of a Public Market, Newco or
Newton Holding, LLC (“Newton LLC”) proposes to issue additional shares
of common stock of Newco or membership interests of Newton LLC (in each case
with the exception of any issuance in connection with any merger, acquisition
or similar corporate event or to employees pursuant to an employee incentive
plan), Newco or Newton LLC, as applicable, shall provide written notice (the “Issuance
Notice”) to you of such anticipated issuance no later than ten (10) days
prior to the anticipated issuance date. 
The Issuance Notice shall set forth the material terms and conditions of
the issuance, including the proposed purchase price for the new shares of
common stock of Newco or membership interests of Newton LLC.  You shall have the right, upon receipt of the
Issuance Notice, to purchase additional shares of common stock of Newco up to
your pro rata portion (based on the number of shares of common stock of Newco
you own or subject to vested stock options you hold immediately prior to such
issuance), at the price and on the terms and conditions specified in the
Issuance Notice by delivering an irrevocable written notice to Newco no later
than five (5) days before the anticipated issuance date, setting out the
number of new shares of common stock of Newco for which the right is exercised;
provided that if the issuance is of membership interests in Newton LLC,
your pro rata portion shall be calculated as if the shares of common stock of
Newco held by you and all other holders of the shares of common stock of Newco
(other than Newton LLC) were converted into membership interests in Newton LLC
and you held such membership interests together with all of the holders of
membership interests in Newton LLC on the date the notice was delivered.  If you fail to exercise all or a portion of
your preemptive rights, Newco or Newton LLC, as applicable, shall be permitted
to complete the proposed issuance without any further notice or action related
to the rights provided in this Section 7(d).  In the event that Newton LLC proposes to
issue new membership interests, Newton LLC and Newco may determine, in their
sole discretion, to permit


 


4

















 


you to exercise your
preemptive rights to purchase membership interests in Newton LLC rather than
additional shares of common stock of Newco.


 


8.             Tax
Reporting.  It is intended that the
rollover of the Rollover Shares and Rollover Options contemplated herein shall
be treated as a tax-free transfer under the Code.


 


All discussions of U.S. federal tax
considerations in this document have been written to support the marketing of
the Shares.  Such discussions were not
intended or written to be used, and cannot be used by any taxpayer, for the
purpose of avoiding U.S. federal tax penalties. 
You should consult your own tax advisers in determining the tax
consequences of the rollover and of holding the Shares, including the
application to your particular situation of the U.S. federal tax considerations
discussed herein, as well as the application of state, local, foreign, or other
tax laws.


 


9.             Representations;
Acknowledgements.  By signing below and completing and returning
the Acceptance Form, you hereby represent and warrant to Newco and NMG that:


 


(i)                                     you have the requisite power, authority and
capacity to execute this Agreement and to deliver or cause to be delivered the
Rollover Shares, to perform your obligations under this Agreement and to
consummate the transactions contemplated hereby;


 


(ii)                                  the Acceptance Form has been duly and
validly executed and delivered by you and constitutes your legal, valid and
binding obligation, enforceable against you in accordance with its terms,
except to the extent that such validly binding effect and enforceability may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium and
other laws relating to or affecting creditors’ rights generally;


 


(iii)                               the Shares are being acquired for your own
account, for investment purposes only and not with a view to or in connection
with any distribution, reoffer, resale, public offering or other disposition
thereof not in compliance with the Securities Act of 1933 (the “Securities
Act”), as may be amended from time to time, or any applicable United States
federal or state securities laws or regulations;


 


(iv)                              you are an “accredited investor”, as defined
in Rule 501(a) under the Securities Act, which means you are:


 


a.               A person whose individual net worth, or joint
net worth with your spouse, exceeds $1,000,000;         OR


 


b.              A person whose income exceeded $200,000 in
each of the two most recent years, or joint income with your spouse exceeded
$300,000 in each of those years, and you have a reasonable expectation of
reaching the same income level in this year;


 


(v)                                 you possess such expertise, knowledge, and
sophistication in financial and business matters generally, and in the type of
transaction in which NMG and Newco propose to engage in particular;


 


5

















 


(vi)                              you have had access to all of the information
and individuals with respect to the Shares and your investment that you deem
necessary to make a complete evaluation thereof;


 


(vii)                           you have had an opportunity to consult an
independent tax and legal advisor and your decision to acquire the interest for
investment has been based solely upon your evaluation;


 


(viii)                        you are aware that the Internal Revenue
Service or other relevant taxing authority may take a position regarding the
rollover contemplated in this Agreement and/or the tax classification of Newco
and the Shares contrary to that intended by Newco as provided in this Agreement
and except as specifically provided in Section 10 herein you shall be
solely responsible for any and all tax or other liabilities that may result
from the IRS’s or other relevant taxing authority’s position; and


 


(ix)                                you are aware that the Stockholders’
Agreement provides significant restrictions on your ability to dispose of the
Newco Equity.


 


By electing to contribute the Rollover Shares and not to
exercise your Rollover Options pursuant to this Agreement, you acknowledge that
you are instructing Newco and its affiliates to distribute to you, following
the Closing, Shares and Newco Options instead of cash, as described above, and
you hereby acknowledge that you do not have, and will not assert that you have,
any claim against Newco, the Majority Stockholder (as defined below) or their
respective affiliates to receive the Merger Consideration or any other payment
in exchange for the Rollover Shares, except as contemplated herein.


 


The “Majority
Stockholder” shall mean, collectively or individually as the context requires, Newton Holding, LLC, TPG Newton III, LLC, TPG Partners IV, L.P., TPG
Newton Co-Invest I, LLC, Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity
VIII C.V. I, Warburg Pincus Germany Private Equity VIII K.G, Warburg Pincus
Private Equity IX, L.P and/or their respective affiliates, successors or assigns.


 


10.           Section 409A
of the Code; Other Tax Provisions. 
If Newco receives the advice of counsel selected by Newco and reasonably
acceptable to you that any payment or distribution with respect to the Rollover
Shares or Rollover Options (or the Shares and Newco Options you receive as a
result of rolling over the Rollover Shares or Rollover Options) or the
conversion of the Rollover Shares or Rollover Options into Shares and Newco
Options pursuant to the terms of this Agreement (the “Payment”) would
result in the imposition of a 20% additional tax pursuant to Section 409A
of the Code, Newco shall have the right to make such modifications or
amendments to Shares and/or Newco Options as are reasonably necessary to avoid
the application of Section 409A of the Code, after consultation with you
and your counsel.  In making any such
amendments or modifications, Newco shall take all steps to put you in
substantially the same economic position as you would have been in had such
modifications or amendments not been made, to the extent reasonably
practical.  You hereby stipulate that
Cleary Gottlieb Steen and Hamilton LLP is acceptable counsel for purposes of
this Section 10.  If, after giving
effect to any such modifications or amendments, any Payment results in the
imposition of an 20% additional tax, penalties and interest under Section 409A
of the Code, Newco will pay the Executive an additional amount (the “Gross-Up
Payment”) such that the net amount retained


 


6

















 


by the Executive after
deduction of any 20% additional tax imposed under Section 409A of the
Code, and any federal, state and local income, employment and excise tax
imposed upon any Gross-Up Payment shall be equal to such 20% additional tax,
penalties and interest.


 


In
addition, the parties hereto expect that the rollover will be treated for
federal income tax purposes as a tax-free rollover.  In the event the Internal Revenue Service
challenges the structure of the rollover of your Rollover Shares or Rollover
Options into Newco Equity, as set forth herein, the parties shall use their
reasonable efforts and take reasonable actions to minimize any adverse tax
treatment, including, without limitation, exercising Options.  If, after taking all reasonable and
appropriate actions, you incur penalties or interest as a result of the
Internal Revenue Service’s challenge, Newco will indemnify you for such
penalties and interest costs on a net after-tax basis as described in the
preceding paragraph.


 


11.           Other
NMG Interests.  You acknowledge that
any other equity or equity-based interests that you hold in NMG that you do not
elect to roll over, or which are not accepted for rollover for any reason
pursuant to this Agreement, will be treated in accordance with the Merger
Agreement.


 


12.           Governing
Law.  All questions concerning the
construction, validity and interpretation of this Agreement will be governed by
and construed in accordance with the laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule that
would cause the application of the laws of any jurisdiction other than the
State of Delaware.


 


13.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.


 


*              *              *              *              *


 


[Signature Page Follows]


 


7

















 


Please
sign your name on the space provided below and please indicate whether and how
you would like to invest in Newco by completing and executing the Acceptance Form attached
to the end of this Agreement.  Please
return an executed copy of this Agreement and the Acceptance Form in
original form or by  FAX no later than 1:00 p.m.
(Central Daylight Time) on Monday, October 4, 2005 to the attention of
Marita O’Dea, The Neiman Marcus Group,
1618 Main Street Dallas, TX 75201. The fax number
is 214-743-7605.  (If you fax your
election form on Monday, the original should be delivered to Marita O’Dea no
later than Wednesday, October 5, 2005).


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ David Spuria

  	
   

  
	
   

  	
  Newton
  Acquisition, Inc.

  
	
   

  	
  By:

  	
  David Spuria

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Agreed to and
  Accepted by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Burton M.
  Tansky

  	
   

  	
   

  	
   

  	
   

  
	
  Burton M. Tansky

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


	
  By execution
  below, NMG and its respective affiliates agree, if so directed by you, to use
  reasonable efforts to effect a rollover pursuant to this Agreement as a
  tax-free distribution, unless otherwise required pursuant to a final
  determination, as defined in Section 1313 of the Code:

  	
   

  



 


 


	
  /s/ Nelson A.
  Bangs

  	
   

  
	
  for
  The Neiman Marcus Group, Inc.

  
	
  By:

  	
  Nelson A. Bangs

  	
   

  
	
  Title:

  	
  Senior Vice
  President

  	
   

  
				



 


S-1

















 


Acceptance of Offer to Acquire Shares
and Options of Newco (the “Acceptance Form”)


 


Pursuant to the terms and
conditions set forth in letter to me dated October 4, 2005 (the “Letter”),
I, Burton M. Tansky, hereby elect make an investment in Newco in the amount and
manner below:


 


 


1.  I will purchase Shares by contributing to
Newco 13,419 shares of common stock of NMG having a value of $1,341,900 (at
$100 per share).


 


2. I will not exercise
any of the options to purchase NMG shares listed on Schedule I, which have
an aggregate in-the-money value of $7,908,125.


 


Aggregate
Investment = $9,250,025 (sum of 1 and 2)


 


 


	
  /s/ Burton M.
  Tansky

  	
   

  	
   

  
	
  Burton M. Tansky

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  October 4,
  2005

  	
   

  	
   

  
	
  Date

  	
   

  



 
















 


SCHEDULE
I


 


	
  Assumptions:

  	
   

  	
   

  	
   

  
	
  Equity Investment by
  Sponsors:

  	
   

  	
  $

  	
  1,445,000,000.00

  	
   

  
	
  Shares Issued to LLC

  	
   

  	
  1,000,000

  	
   

  
	
  Fair Market Value Per
  Share of Parent

  	
   

  	
  $

  	
  1,445.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fair Market Value Per
  NMG Share

  	
   

  	
  $

  	
  100.00

  	
   

  
	
  Total Management
  Investment (including Tansky option rollover)

  	
   

  	
  $

  	
  25,629,355.00

  	
   

  
	
  Management Invest
  (excluding Tansky roll)

  	
   

  	
  $

  	
  17,721,230.00

  	
   

  
	
  Tansky option roll
  (spread)

  	
   

  	
  $

  	
  7,908,125

  	
   

  
	
  Shares Issued to
  Management at Closing

  	
   

  	
  12,263.8270

  	
   

  
	
  Number of Shares Would
  Get with $7,908,125 Investment

  	
   

  	
  5,472.7509

  	
   

  
	
  Shares after management
  invests (fully diluted basis)

  	
   

  	
  1,017,736.5779

  	
   

  
	
  Original Pool (Before
  Adjustment for Tansky Options)

  	
   

  	
  82,519.1820

  	
   

  
	
  Pool Issued at Closing
  (Before Adjustment for Tansky Options)

  	
   

  	
  77,017.9032

  	
   

  
	
  Tansky Portion of the
  Pool (23.5784%)

  	
   

  	
  18,159.5893

  	
   

  
	
  Tansky Portion of
  Options that are Time-Based

  	
   

  	
  9,079.7946

  	
   

  
	
  Tansky Portion of
  Time-Based Options that Vest Each Year

  	
   

  	
  2,269.9487

  	
   

  



 


Existing Options - $100/share


 


	
  Expiration
  Date

  	
   

  	
  Strike
  Price

  	
   

  	
  Number
  of Options

  	
   

  	
  Spread

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/23/2010

  	
   

  	
  $35.6250

  	
   

  	
  63,000

  	
   

  	
  4,055,625.0000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/16/2011

  	
   

  	
  $36.5000

  	
   

  	
  25,000

  	
   

  	
  1,587,500.0000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/22/2011

  	
   

  	
  $24.5000

  	
   

  	
  30,000

  	
   

  	
  2,265,000.0000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  118,000

  	
   

  	
  7,908,125.0000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Rollover
Options


 


	
  Expiration Date

  	
   

  	
  Unadjusted
  Strike Price

  	
   

  	
  Number
  of Options

  	
   

  	
  Adjusted
  Strike Price

  	
   

  	
  Adjusted
  Number of Options

  	
   

  	
  Spread

  	
   

  	
  Excess
  Options

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/23/2010

  	
   

  	
  $514.7813

  	
   

  	
  4,359.8616

  	
   

  	
  $361.2500

  	
   

  	
  3,742.2145

  	
   

  	
  4,055,625.0000

  	
   

  	
  935.5536

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/16/2011

  	
   

  	
  $527.4250

  	
   

  	
  1,730.1038

  	
   

  	
  $361.2500

  	
   

  	
  1,464.8212

  	
   

  	
  1,587,500.0000

  	
   

  	
  366.2053

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/22/2011

  	
   

  	
  $354.0250

  	
   

  	
  2,076.1246

  	
   

  	
  $354.0250

  	
   

  	
  2,076.1246

  	
   

  	
  2,265,000.0000

  	
   

  	
  508.6505

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  8,166.0900

  	
   

  	
   

  	
   

  	
  7,283.1603

  	
   

  	
   

  	
   

  	
  1,810.4095

  	
   

  



 


Tansky
Option Summary


 


	
  Total Adjusted Rollover
  Options Granted at Closing:*

  	
   

  	
   

  	
   

  	
  7,283.1603

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess Options

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,810.4095

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tranche 1 of 23.5784% of
  7.0% Pool after reduction for excess option

  	
   

  	
  459.5392

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






* If Tansky had invested
his option spread at closing he would have been entitled to 5,472.7509 options.
To maintain proper leverage, Tansky’s option grant under the Management Equity
Incentive Plan 7% Pool must be reduced by 1,810.4095, which equals the number
of shares underlying his Adjusted Rollover Options minus the number of shares
he would have received had he invested cash at closing.


 
















 


MANAGEMENT STOCKHOLDERS’ AGREEMENT


 


MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”),
dated as of October 6, 2005, between Newton Acquisition, Inc. (the “Company”),
the Majority Stockholder (as defined below) and the individuals listed on
Schedule A attached hereto (the “Management Stockholder”).


 


WHEREAS, the Management Stockholder may be the owner
of shares of common stock of the Company, $0.01 par value per share (“Common
Stock”) and/or may be granted options to purchase Common Stock (the “Options”),
pursuant to The Newton Acquisition, Inc. Management Equity Incentive Plan
(the “Plan”); and


 


WHEREAS, as a condition to the issuance of any shares
of Common Stock by the Company to the Management Stockholder, the Management
Stockholder is required to execute this Agreement; and


 


WHEREAS, the Management Stockholder, the Majority
Stockholder and the Company desire to enter into this Agreement and to have
this Agreement apply to any shares of Common Stock acquired by the Management
Stockholder from whatever source (in the aggregate, the “Shares”);


 


NOW THEREFORE, in consideration of the premises
hereinafter set forth, and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto agree as follows.


 


1.                                       Definitions.  As used in this Agreement, the following
capitalized terms shall have the following meanings:


 


(a)                                  “Affiliate”
shall means, with
respect to any entity, any other corporation, organization, association,
partnership, sole proprietorship or other type of entity, whether incorporated
or unincorporated, directly or indirectly controlling or controlled by or under
direct or indirect common control with such entity.


 


(b)                                 “Board” shall mean the Board of
Directors of the Company or any committee appointed by the Board to administer
the Plan pursuant to the terms of the Plan.


 


(c)                                  “Cause”
shall mean, when used
in connection with the termination of a Management Stockholder’s Employment,
unless otherwise provided in any stock option grant agreement entered between
the Company and the Management Stockholder with respect to any Options that may
be granted under the Plan, effective employment agreement or other written
agreement with respect to the termination of a Management Stockholder’s
Employment, the termination of the Management Stockholder’s Employment with the
Company and all Affiliates on account of  (i) a
failure of the Management Stockholder to substantially perform his or her
duties (other than as a result of physical or mental illness or injury) that
has continued after NMG has provided written notice of such failure and
Executive has not cured such failure within 30 days of the date of such written
notice; (ii) the Management Stockholder’s willful misconduct or gross
negligence which is materially injurious to the Company; (iii) a breach by
a Management Stockholder of the Management Stockholder’s fiduciary duty or duty
of loyalty to the Company and its Affiliates; (iv) the Management
Stockholder’s unauthorized removal from the premises of the Company or an
Affiliate of any document (in any medium or form) relating to the Company or an
Affiliate or the customers of the Company or an Affiliate; or (v) the
commission by the Management Stockholder of any felony or other serious crime
involving moral turpitude.  Any rights
the Company or an Affiliate may have hereunder in respect of the events giving
rise to Cause shall be in addition to the rights the Company or Affiliate may
have under any other agreement with the Management Stockholder or at law or in
equity.  If, subsequent to a Management
Stockholder’s termination of Employment, it is discovered that such Management
Stockholder’s Employment could have been terminated for Cause, the Management
Stockholder’s Employment shall, at the election of the Board, in its sole discretion,
be deemed to have been terminated for Cause retroactively to the date the
events giving rise to Cause occurred. 
Notwithstanding the foregoing, a failure to meet performance
expectations shall not, by itself, constitute Cause hereunder where the Board
determines that the Management Stockholder has performed his duties in good
faith.


 

















 


(d)                                 “Change of Control” shall mean the
occurrence of any of the following events after the Effective Time: (i) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company
on a consolidated basis to any Person or group of related persons for purposes
of Section 13(d) of the Exchange Act (a “Group”), together
with any Affiliates thereof other than to a Majority Stockholder; (ii) the
approval by the holders of the outstanding voting power of the Company of any
plan or proposal for the liquidation or dissolution of the Company; (iii) (A) any
Person or Group (other than the Majority Stockholder) shall become the beneficial owner
(within the meaning of Section 13(d) of the Exchange Act), directly
or indirectly, of Common Stock representing more than 40% of the aggregate
outstanding voting power of the Company and such Person or Group actually has
the power to vote such Common Stock in any such election and (B) the
Majority Stockholder beneficially owns (within the meaning of Section 13(d) of
the Exchange Act), directly or indirectly, in the aggregate a lesser percentage
of the voting power of the Company than such other Person or Group; (iv) the
replacement of a majority of the Board over a two-year period from the
directors who constituted the Board at the beginning of such period, and such
replacement shall not have been approved by a vote of at least a majority of
the Board then still in office who either were members of such Board at the
beginning of such period or whose election as a member of such Board was
previously so approved or who were nominated by, or designees of, a Majority
Stockholder; or (v) consummation of a merger or consolidation of the
Company with another entity in which holders of the Common Stock of the Company
immediately prior to the consummation of the transaction hold, directly or
indirectly, immediately following the consummation of the transaction, less
than 50% of the common equity interest in the surviving corporation in such
transaction and the Majority Stockholder does not hold a sufficient amount of
voting power (or similar securities) to elect a majority of the surviving
entity’s board of directors.


 


Notwithstanding the
foregoing, a Change of Control shall not be deemed to occur as a result of any
event or transaction to the extent that treating such event or transaction as a
Change of Control would cause any tax to become due under Section 409A of
the Code.


 


(e)                                  “Code” shall mean the Internal Revenue Code of
1986, as amended.


 


(f)                                    “Disability” shall mean, unless
otherwise provided in any stock option grant agreement entered between the
Company and the Management Stockholder with respect to any Options that may be
granted under the Plan, effective employment agreement or other written
agreement, a permanent disability as defined in the Company’s or an Affiliate’s
disability plans, or as defined from time to time by the Company, in its
discretion.


 


(g)                                 “Effective Time” shall have the
meaning set forth in the Agreement and Plan of Merger by and among the Company,
Newton Acquisition Merger Sub, Inc. and The Neiman Marcus Group, Inc,
dated as of May 1, 2005.


 


(h)                                 “Employment”
shall mean employment
with the Company or any Affiliate and shall include the provision of services
as a director or consultant for the Company or any Affiliate.  “Employee”
and “Employed” shall have correlative meanings.


 


(i)                                     “Exchange
Act” shall mean
the Securities Exchange Act of 1934, as amended.


 


(j)                                     “Fair
Market Value” shall
mean, as of any date:


 


i.                  prior to the existence of a Public Market (as defined
in Section 6 below) for the Common Stock, the value per share of Common
Stock as determined in good faith by the Board; or


 


ii.               on which a Public Market for the Common Stock exists, (i) closing
price on such day of a share of Common Stock as reported on the principal
securities exchange on which shares of Common Stock are then listed or admitted
to trading or (ii) if not so reported, the average of the closing bid and
ask prices on such day as reported on the National Association of Securities
Dealers Automated Quotation System or (iii) if not so reported, as
furnished by any member of the National Association of Securities Dealers, Inc.
(“NASD”) selected by the Board. 
The Fair Market Value of a share of Common Stock as of any such date on
which the applicable exchange or inter-dealer quotation system through which
trading in the Common Stock regularly occurs is closed shall be the Fair Market
Value determined pursuant to the preceding sentence as of the immediately
preceding date on which the


 

















 


Common Stock is traded, a bid and ask price is
reported or a trading price is reported by any member of NASD selected by the
Board.  In the event that the price of a
share of Common Stock shall not be so reported or furnished, the Fair Market
Value shall be determined by the Board in good faith to reflect the fair market
value of a share of Common Stock.


 


(k)                                  “Good Reason” shall mean, unless
otherwise provided in any stock option grant agreement entered between the
Company and the Management Stockholder with respect to any Options that may be
granted under the Plan, effective employment agreement or other written
agreement with respect to the termination of a Management Stockholder’s
Employment,  (i) a material
diminution in a Management Stockholder’s duties and responsibilities other than
a change in such Management Stockholder’s duties and responsibilities that
results from becoming part of a larger organization following a Change of
Control, (ii) a decrease in a Management Stockholder’s base salary, bonus
opportunity or benefits other than a decrease in bonus opportunity or benefits
that applies to all employees of the Company or its Affiliates otherwise
eligible to participate in the affected plan, or (iii) a relocation of a
Management Stockholder’s primary work location more than 50 miles from the
Management Stockholder’s work location immediately prior to the Management
Stockholder’s execution of this Agreement, without the Management Stockholder’s
prior written consent; provided that, within thirty days following the
occurrence of any of the events set forth herein, the Management Stockholder
shall have delivered written notice to the Company of his or her intention to
terminate his or her Employment for Good Reason, which notice specifies in
reasonable detail the circumstances claimed to give rise to the Management
Stockholder’s right to terminate Employment for Good Reason, and the Company
shall not have cured such circumstances within thirty days following the
Company’s receipt of such notice.


 


(l)                                     “Majority Stockholder,” for
purposes of this Agreement, shall mean, collectively or individually as the
context requires, Newton Holding, LLC, TPG Newton III, LLC, TPG Partners IV, L.P., TPG
Newton Co-Invest I, LLC, Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity
VIII C.V. I, Warburg Pincus Germany Private Equity VIII K.G , Warburg Pincus
Private Equity IX, L.P and/or their respective Affiliates.


 


(m)                               “Person”
means an individual,
partnership, corporation, limited liability company, unincorporated
organization, trust or joint venture, or a governmental agency or political
subdivision thereof.


 


(n)                                 “Retirement” shall mean, when used
in connection with the termination of a Management Stockholder’s Employment, a
voluntary resignation of Employment by the Management Stockholder that occurs
on or after (i) the first date on which the Management Stockholder has
both attained age 60 and completed 10 years of service with the Company or its
Affiliates or (ii) the date on which the Management Stockholder attains
age 65.


 


(o)                                 “Securities Act” shall mean the
Securities Act of 1933, as amended.


 


(p)                                 “Transfer” shall mean any
transfer, sale, assignment, gift, testamentary transfer, pledge, hypothecation
or other disposition of any interest.  “Transferee”
and “Transferor” shall have correlative meanings.


 


2.                                       Investment; Issuance of Shares.


 


(a)                                  The Management Stockholder represents
that the Shares are being acquired for investment and not with a view toward
the distribution thereof.


 


(b)                                 Issuance of Shares. 
The Management Stockholder acknowledges and agrees that the certificate
for the Shares shall bear the following legends (except that the second
paragraph of this legend shall not be required after the Shares have been
registered and except that the first paragraph of this legend shall not be
required after the termination of this Agreement):


 


The
shares represented by this certificate are subject to the terms and conditions
of a Management Stockholders’ Agreement dated as of October 6, 2005 and
may not be sold, transferred, hypothecated, assigned or encumbered, except as
may be permitted by the aforesaid Agreement. 
A


 

















 


copy of
the Management Stockholders’ Agreement may be obtained from the Secretary of
the Company.


 


The
shares represented by this certificate have not been registered under the
Securities Act of 1933.  The shares have
been acquired for investment and may not be sold, transferred, pledged or
hypothecated in the absence of an effective registration statement for the
shares under the Securities Act of 1933 or an opinion of counsel for the
Company that registration is not required under said Act.


 


Upon the termination of this Agreement, or upon
registration of the Shares under the Securities Act, the Management Stockholder
shall have the right to exchange any Shares containing the above legend (i) in
the case of the registration of the Shares, for Shares legended only with the
first paragraph described above and (ii) in the case of the termination of
this Agreement, for Shares legended only with the second paragraph described
above.


 


3.                                       Transfer of Shares; Call Rights; Put
Rights.


 


(a)                                  The Management Stockholder agrees that he
will not cause or permit the Shares or his interest in the Shares to be sold,
transferred, hypothecated, assigned or encumbered except as expressly permitted
by this Section 3; provided, however, that the Shares or any
such interest may be Transferred (i) on the Management Stockholder’s death
by bequest or inheritance to the Management Stockholder’s executors,
administrators, testamentary trustees, legatees or beneficiaries, (ii) subject
to compliance with all applicable tax, securities and other laws, any “Family
Member” as such term is defined in the Form S-8 Registration Statement
under the Securities Act as of the date of Transfer, and (iii) in
accordance with Section 4 of this Agreement, subject in each case to the
agreement by each Transferee (other than the Company or as otherwise permitted
by the Company) in writing to be bound by the terms of this Agreement as if
such Transferee had been an original signatory hereto and provided in any such
case that, in the case of a Transfer pursuant to Section 3(a)(i) or
(ii), such Transfer will not be permitted if it would cause the Company to be
required to register the Common Stock under Section 12(g) of the
Exchange Act.


 


(b)                                 (i)  In the event the Management
Stockholder’s Employment with the Company is terminated by the Company for
Cause or by the Management Stockholder for any reason other than Good Reason,
death, Disability or Retirement, the Company (or its designated assignee) shall
have the right, during the 120-day period following the later to occur of (x) such
termination of Employment and (y) the date on which the Management
Stockholder or Transferee has held the Shares most recently acquired to be sold
pursuant to this Section 3(c) for at least six (6) months, to
purchase from the Management Stockholder or the Management Stockholder’s
Transferee, and upon the exercise of such right the Management Stockholder or
such Transferee shall sell to the Company (or its designated assignee), all or
any portion of the Shares acquired by the Management Stockholder or Transferee
on the exercise of Options and held by the Management Stockholder or Transferee
as of the date as of which such right is exercised at a per Share price equal
to the Fair Market Value of a share of Common Stock determined as of the date
such right is exercised.  The Company (or
its designated assignee) shall exercise such right by delivering to the
Management Stockholder or Transferee, as applicable, a written notice
specifying its intent to purchase Shares held by the Management Stockholder or
Transferee (the “Call Notice”), the date as of which such right is to be
exercised and the number of Shares to be purchased.  Such purchase and sale shall occur on such
date as the Company (or its designated assignee) shall specify, which date
shall be within thirty (30) days after the date on which the Call Notice is
delivered or the Outside Appraisal is delivered.  The Company will use commercially reasonable
efforts to make the payment for the Shares in cash on the date of such purchase
and sale; provided  that, despite using such efforts, if such
payment will result in the violation of the terms or provisions of, or result
in a default or event of default under, any guarantee, financing or security
agreement or document entered into by the Company or any of its Affiliates and
in effect on such date (hereinafter a “Financing Agreement”), the
Company may delay any such payment for no more than two (2) years.  In the event the payment of the purchase
price is delayed as a result of a restriction imposed by a Financing Agreement
as provided above, such payment shall be made without the application of
further conditions or impediments as soon as practicable after the payment of
such purchase price would no longer result in the violation of the terms or
provisions of, or result in a default or event of default under, any Financing
Agreement, and such payment shall equal the amount that would have been paid to
the Management Stockholder or Transferee if no delay had occurred plus interest
for the period from the date on which the purchase price would have been paid
but for the delay in payment provided herein to the


 

















 


date on which such
payment is made (the “Delay Period”), calculated at an annual rate equal
to the average annual prime rate charged during the Delay Period by a
nationally recognized bank designated by the Board plus two (2) percentage
points.  In the event that the Company is
not able to make payment within two (2) years after the date specified in
the Call Notice, the Company will, upon the written request of the Management
Stockholder or Transferee, cancel the Call Notice and return to the Management
Stockholder or Transferee the Shares subject to the Call Notice (as adjusted to
take into account any corporate transactions during the intervening period) in
exchange for cancellation of the debt and any interest payments that would have
otherwise been payable thereon.


 


(ii)                                  In the event that the Management
Stockholder or Transferee disagrees with the Company’s determination of the
Fair Market Value of a Share, the Management Stockholder or Transferee shall
have the right to require the Company to seek an appraisal to determine the
Fair Market Value of a Share in lieu of the Board determination (an “Outside
Appraisal”); provided that the Transferee shall not be entitled to
an Outside Appraisal in the event an appraisal to determine the Fair Market
Value of a Share has been done within the three-month period immediately
preceding delivery of the Call Notice and the Board determines in good faith
that no event has occurred that would result in the prior determination of Fair
Market Value being materially inaccurate. 
Any such Outside Appraisal shall be made by one qualified person (which
can be an accounting firm or investment banking firm or similar firm) (each, an
“Appraiser”), having substantial experience in the valuation of similar
enterprises in the United States.  The
Company and the Management Stockholder or Transferee shall mutually agree upon
such Appraiser within 30 days of the Call Notice; provided that in the
event an appraisal to determine Fair Market Value of a Share has been done
within the twelve-month period immediately preceding delivery of the Call
Notice, the Outside Appraisal shall be done by the same Appraiser that
performed the prior appraisal unless the Company consents to a different
Appraiser.  The Company shall each bear
100% of the fees and expenses of the Appraiser.


 


(c)(i)                       In the event the Management Stockholder’s Employment
with the Company terminates due to the death or Disability of the Management
Stockholder, such Management Stockholder or Transferee shall have the right,
during the 120-day period following the later to occur of (x) such
termination of Employment and (y) the date on which the Management
Stockholder or Transferee has held the Shares most recently acquired to be sold
pursuant to this Section 3(c) for at least six (6) months, to
sell to the Company (or its designated assignee), and upon the exercise of such
right the Company (or its designated assignee) shall purchase from the
Management Stockholder or Transferee, all or any portion of the Shares held by
the Management Stockholder or Transferee as of the date as of which such right
is exercised at a per Share price equal to the Fair Market Value of a Share of
Common Stock determined as of the date as of which such right is
exercised.  The Management Stockholder or
Transferee shall exercise such right by delivering to the Company a written
notice (the “Put Notice”) specifying his or her intent to sell Shares
held by the Management Stockholder or Transferee, the date as of which such
right is to be exercised and the number of Shares to be sold.  Such purchase and sale shall occur on such
date as the Company (or its designated assignee) and the Stockholder shall
agree, which date shall be within thirty (30) days after the later of the
delivery of the Put Notice or the delivery of the Outside Appraisal.  The Company will use commercially reasonable
efforts to make the payment for the Shares in cash on the date of such purchase
and sale; provided  that, despite using such efforts, if such
payment will result in the violation of the terms or provisions of, or result
in a default or event of default under, a Financing Agreement, the Company may
delay any such payment for no more than two (2) years.  In the event the payment of the purchase
price is delayed as a result of a restriction imposed by a Financing Agreement
as provided above, the Company shall notify the Management Stockholder or
Transferee as soon as practicable of the need for such a delay (the “Delay
Notice”), and shall permit the Management Stockholder or Transferee, within
ten (10) days of the delivery of the Delay Notice, to rescind the Put
Notice.  If the Management Stockholder or
Transferee does not rescind the Put Notice as provided in the preceding
sentence, the Put Notice shall remain outstanding and any payment in respect
thereof shall be made without the application of further conditions or impediments
as soon as practicable after the payment of such purchase price would no longer
result in the violation of the terms or provisions of, or result in a default
or event of default under, any Financing Agreement, and such payment shall
equal the amount that would have been paid to the Management Stockholder or
Transferee if no delay had occurred plus interest for the Delay Period,
calculated at an annual rate equal to the average annual prime rate charged
during the Delay Period by a nationally recognized bank designated by the Board
plus two (2) percentage points.  In
the event that the Company is not able to make payment within two (2) years
after the date specified in the Put Notice, the Company will, upon the written
request of the Management Stockholder or Transferee, cancel the Put Notice in
exchange for cancellation of the debt and any interest payments that would have
otherwise been payable thereon.


 

















 


(ii)                                  In the event that the Management
Stockholder or Transferee disagrees with the Company’s determination of the
Fair Market Value of a Share, the Management Stockholder or Transferee shall
have the right to require the Company to seek an Outside Appraisal in
accordance with the terms and conditions set forth in Section 3(b) of
this Agreement, substituting “Put Notice” in place of “Call Notice.”


 


(d)                                 In addition, if the Board receives the
advice of counsel selected by the Company and reasonably acceptable to the
Management Stockholder or any Transferee that the inclusion of the call right
or the put right described in this Section 3 would result in the Option or
Shares becoming subject to Section 409A of the Code, the Board shall have
the right to make such modifications or amendments to this Section 3 as
the Board determines are reasonably necessary to avoid the application of Section 409A
of the Code without the consent of the Management Stockholder or any
Transferee.  In making any such
amendments or modifications, the Board shall take all steps to put the parties
in substantially same economic position as they would have been in had such
modifications or amendments not been made to the extent reasonably
practical.  The Management Stockholder
and any Transferee hereby stipulate that Cleary Gottlieb Steen and Hamilton LLP
is acceptable counsel for purposes of this Section 3(d).


 


4.                                       Certain Rights.


 


(a)                                  Drag Along Rights. 
If one or more Majority Stockholder desires to sell all or substantially
all of the Shares of Common Stock in which it has a “pecuniary interest” as
defined in Rule 16a-1 of the Exchange Act (including through the
disposition of interests in Newton Holding, LLC) or a portion of the Shares of
Common Stock representing Control of the Company, in either case to a good
faith independent purchaser (a “Purchaser”) (other than any other Majority
Stockholder, other investment partnership, limited liability company or other
entity established for investment purposes and controlled by one or more of the
members (other than passive investors) or the principals of the Majority
Stockholder or any of their Affiliates and other than any Employees of the
Majority Stockholder or their Affiliates hereinafter referred to as a “Permitted
Transferee”) and said Purchaser desires to acquire all or substantially all
of the issued and outstanding Shares of Common Stock (or all or substantially
all of the assets of the Company) upon such terms and conditions as agreed to
with the Majority Stockholder, the Management Stockholder or Transferee agrees
to sell to such Purchaser a number of its Shares of Common Stock, not to exceed
(a) the number of shares of Common Stock held by such Management
Stockholder or Transferee multiplied by (b) a fraction, the numerator of
which is the aggregate number of Shares of Common Stock in which the Majority
Stockholder has a pecuniary interest that such Majority Stockholder has
proposed to be transferred, and the denominator of which is the aggregate
number of Shares of Common Stock in which the Majority Stockholder has a
pecuniary interest (or to vote such number of his Shares in favor of any merger
or other transaction which would effect a sale of such shares of Common Stock
or assets of the Company) at the same price per Share of Common Stock and
pursuant to the same terms and conditions with respect to payment for the
Shares of Common Stock in which the Majority Stockholder has a pecuniary
interest as agreed to by the Majority Stockholder; provided that, except
with respect to any liability incurred by such Management Stockholder or any
Transferee individually, the Management Stockholders and any Transferees shall
not be liable to a Purchaser for an amount greater than the proceeds from the
sale.  In such case, the Majority
Stockholder shall give written notice of such sale to the Management
Stockholder or Transferee at least fifteen (15) days prior to the consummation
of such sale, setting forth (i) the consideration to be received by the
holders of Shares of Common Stock, (ii) the identity of the Purchaser, (iii) any
other material items and conditions of the proposed transfer and (iv) the
date of the proposed transfer.  The
Company shall be responsible for the proportionate Share of the costs of the
proposed Transfer incurred by the Management Stockholders and any Transferees
to the extent not paid or reimbursed by the proposed Purchaser.


 


For purposes of this Section 4(a), “Control of
the Company” shall mean the sale or disposition in a single transaction or
a series of related transactions of at least fifty percent (50)% of the issued and
outstanding Shares of Common Stock or securities representing at least fifty
percent (50)% of the voting power of the Company, including a disposition of
interests in Newton Holding, LLC that represents 50% or more of the voting
power of the Company.


 


(b)                                 Tag Along Rights.  (i) Subject
to paragraph (iv) of this Section 4(b), if one or more Majority
Stockholder or its Permitted Transferee proposes to transfer its direct or
indirect pecuniary interest (as defined in Rule 16a-1 under the Exchange
Act) in any Shares of Common Stock to a Purchaser (other than a


 

















 


Permitted Transferee),
then the Majority Stockholder or his Permitted Transferee (hereinafter referred
to as a “Selling Stockholder”) shall give written notice of such
proposed transfer to the Management Stockholder or Transferee (the “Selling
Stockholder’s Notice”) at least thirty (30) days prior to the consummation
of such proposed transfer, and shall provide notice to all other stockholders
of the Company to whom the Majority Stockholder has granted similar “tag-along”
rights (such stockholders together with the Management Stockholder or
Transferee, referred to herein as the “Other Stockholders”) setting
forth the proposed material terms and conditions of such Transfer (including
price per Share).


 


(ii)                                  The Management Stockholder or Transferee
shall have the right to elect, by delivery of written notice to the Majority
Stockholder within twenty (20) days from delivery of the Selling Stockholder’s
Notice, to sell to the proposed transferee a number of its Shares of Common
Stock, not to exceed (a) the number of shares of Common Stock and Shares
underlying vested options held by such Management Stockholder or Transferee
multiplied by (b) a fraction, the numerator of which is the aggregate
number of Shares of Common Stock in which the Majority Stockholder has a
pecuniary interest that such Majority Stockholder has proposed to be
transferred, and the denominator of which is the aggregate number of Shares of
Common Stock in which the Majority Stockholder has a pecuniary interest, on the
same terms and conditions (including price per share of Common Stock) as the
Majority Stockholder.  In the event that
the transferee does not wish to acquire all of the Shares offered by the
Management Stockholder or Transferee, the number of Shares of Common Stock to
be purchased by such transferee shall be allocated pro rata among the Majority
Stockholders and the Other Stockholders in accordance with the number of shares
of Common Stock and Shares underlying vested Options that each such stockholder
elected to transfer to the transferee.


 


(iii)                               Any transfer of Shares by the Management
Stockholder or Transferee shall be at the same price per Share of Common Stock
and pursuant to the same terms and conditions with respect to payment for the
Shares of Common Stock as agreed to by the Selling Stockholder with respect to
the sale of its pecuniary interest in the Shares, provided, that in order to be
entitled to exercise its tag-along rights pursuant to this Section 4(b),
the Management Stockholder or Transferee must agree to make to the proposed
Purchaser, representations, warranties, covenants, indemnities and agreements
comparable to those made by the Selling Stockholder in connection with the
proposed transfer and agree to the same conditions to the proposed transfer as the
Selling Stockholder agrees, it being understood that all such representation,
warranties, covenants, indemnities and agreements shall be made by the Selling
Stockholder, the Management Stockholder or Transferee and any Other Stockholder
exercising similar tag-along rights severally and not jointly.  The Selling Stockholder, the Management
Stockholder and any Other Stockholder who exercises similar tag-along rights
shall be responsible for their proportionate share of the costs of the proposed
Transfer to the extent not paid or reimbursed by the proposed Purchaser or the
Company.


 


(iv)                              In connection with the exercise of its
tag-along rights under this Section 4(b), if the Management Stockholder or
Transferee desires to exercise vested Options to acquire up to the number of
Shares the Management Stockholder or Transferee is permitted to sell pursuant
to the exercise of its tag-along rights pursuant to this Section 4(b), the
Company will permit the Management Stockholder or Transferee to exercise any
such vested Options through net-physical settlement (net of the applicable
exercise price and applicable withholding taxes) if the Company’s independent
auditors determine that net-physical settlement of any such Options would not
produce less-favorable accounting consequences for the Company than if the
Management Stockholder or Transferee paid the exercise price for any such
vested Options in cash.


 


(v)                                 Notwithstanding anything to the contrary
contained herein, the provisions of this Section 4(b) shall not apply
during the period from the Effective Date through the first anniversary of the
Effective Date to any sale or transfer by a Majority Stockholder of its
pecuniary interest in any shares of Common Stock for a price that is equal to
or less than the Fair Market Value of such share of Common Stock as of the
Effective Date unless and until the Majority Stockholder, after giving effect
to the proposed sale or transfer, shall have sold or transferred in the
aggregate (other than to Permitted Transferees) its pecuniary interest in
shares of Common Stock representing 15.0% or more of the shares of Common Stock
in which the Majority Stockholder collectively had a pecuniary interest as of
the Effective Time.


 

















 


(c)                                  Permitted Transferees. 
Any Permitted Transferee to which a Majority Stockholder’s pecuniary
interest in any shares of Common Stock is Transferred shall agree to execute
this Agreement as a condition to such Transfer.


 


5.                                       Piggyback Registration Rights.


 


(a)                                  Notice to Management Stockholder. 
If the Company determines that it will file a registration statement
under the Securities Act, other than a registration statement on Form S-4
or Form S-8 or any successor form, for an offering which includes shares
of Common Stock held by the Majority Stockholder, then the Company shall give
prompt written notice to the Management Stockholder or Transferee that such
filing is expected to be made (but in no event less than 30 days nor more than
60 days in advance of filing such registration statement), the jurisdiction or jurisdictions
in which such offering is expected to be made, and the underwriter or
underwriters (if any) that the Company (or the person requesting such
registration) intends to designate for such offering.  If the Company, within 15 days after giving
such notice, receives a written request for registration of any Shares from the
Management Stockholder or Transferee, then the Company shall include in the
same registration statement the number of Shares to be sold by the Management
Stockholder or Transferee as shall have been specified in his or her request,
except that the Management Stockholder or Transferee shall not be permitted to
register more than a Pro Rata Portion of her Shares.  The Company shall bear all costs of preparing
and filing the registration statement, and shall indemnify and hold harmless,
to the extent customary and reasonable, pursuant to indemnification and
contribution provisions to be entered into by the Company at the time of filing
of the registration statement, the seller of any shares of Common Stock covered
by such registration statement.


 


Notwithstanding anything herein to the contrary, the
Company, on prior notice to the participating Stockholder, may abandon its
intention to file a registration statement under this Section 5(a) at
any time prior to such filing.


 


For purposes of Section 5 hereof, “Pro Rata
Portion” shall mean a number equal to the product of (x) the total
number of Shares, including any shares of Common Stock underlying vested
Options, owned by the Management Stockholder or Transferee and (y) a
fraction, the numerator of which shall be the total number of shares of Common
Stock offered (for sale or registration, as applicable) by the Majority
Stockholder, and the denominator of which shall be the total number of shares
of Common Stock owned by the Majority Stockholder.


 


(b)                                 Allocation.  If the
managing underwriter shall inform the Company in writing that the number of
shares of Common Stock requested to be included in such registration exceeds
the number which can be sold in (or during the time of) such offering within a
price range acceptable to the Majority Stockholder, then the Company shall
include in such registration such number of shares of Common Stock which the
Company is so advised can be sold in (or during the time of) such
offering.  All holders of shares of
Common Stock proposing to sell shares of Common Stock shall share pro rata in
the number of shares of Common Stock to be excluded from such offering, such
sharing to be based on the respective numbers of shares of Common Stock as to
which registration has been requested by such holders.


 


(c)                                  Permitted Transfer. 
Notwithstanding anything to the contrary contained herein, sales of
Shares pursuant to a registration statement filed by the Company may be made
without compliance with any other provision of this Agreement.


 


6.                                       Termination. 
This Agreement shall terminate with respect to the Common Stock
immediately following the existence of a Public Market for the Common Stock
except that the requirements contained in Section 2 hereof shall survive
the termination of this Agreement; provided  that a Management
Stockholder or his Transferee may sell Shares pursuant to Rule 144 of the
Securities Act if such Management Stockholder or Transferee meets and complies
with all of the applicable requirements thereof.  If, and only to the extent that, the
Management Stockholder or his Transferee is not permitted to sell such Shares
pursuant to Rule 144 of the Securities Act and such Shares are not
included on a registration statement filed to register the sale of securities
under the Securities Act, such Management Stockholder or Transferee may
transfer such Shares only in accordance with Section 3(a) hereof.  For this purpose, a “Public Market”
for the Common Stock shall be deemed to exist if at least 20% of the total
outstanding Common Stock is registered under Section 12(b) or 12(g) of
the Exchange Act.


 
















 


7.             Acknowledgement of Newton Holding, LLC and the
Company.  The Company and Newton
Holding, LLC (“Newton LLC”) hereby acknowledge that the Management
Stockholders shall not be disadvantaged with respect to the Shares or Options
solely by reason of holding shares or options to purchase shares of the Company’s
Common Stock instead of membership interests or options to purchase membership
interests in Newton LLC.  In the event
there is a corporate transaction affecting the membership interests of Newton
LLC or any dividend or distribution made to holders of the membership interests
in Newton LLC in respect of such interests, the Company and Newton Holding
shall take commercially reasonable steps to assure that appropriate adjustments
and/or dividends or distributions are made to or in respect of the Shares such
that the Management Stockholders will be in the same position in which they
would have been had they received membership interests in Newton LLC instead of
the Shares; provided that this Section 7 shall not be construed to
entitle any Management Stockholder to any membership or other interests in
Newton LLC.   For purposes of this
Agreement, no Management Stockholder shall be deemed to be disadvantaged from a
tax perspective by reason of his holding Options or Shares as opposed to
membership interests in a limited liability company or partnership interests in
a partnership.


 


8.             Distributions With Respect To Shares.  As used herein, the term “Shares”
includes securities of any kind whatsoever distributed with respect to the
Company’s Common Stock acquired by the Management Stockholder or his or her
Transferee (whether pursuant to the Plan, the letter agreement dated on or
about September 30, 3005 between the Company and such Management
Stockholder or otherwise) or any such securities resulting from a stock split
or consolidation involving such Common Stock.


 


9.             Amendment; Assignment.  This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by a
written instrument signed by authorized representatives of the parties or, in
the case of a waiver, by an authorized representative of the party waiving
compliance.  No such written instrument
shall be effective unless it expressly recites that it is intended to amend,
supersede, cancel, renew or extend this Agreement or to waive compliance with
one or more of the terms hereof, as the case may be.  Except for the Management Stockholder’s right
to assign his or her rights under Section 4(a) or the Company’s right
to assign its rights under Section 4(b), no party to this Agreement may
assign any of its rights or obligations under this Agreement without the prior
written consent of the other parties hereto.


 


10.           Notices. Each notice and other
communication hereunder shall be in writing and shall be given and shall be
deemed to have been duly given on the date it is delivered in person, on the
next business day if delivered by overnight mail or other reputable overnight
courier, or the third business day if sent by registered mail, return receipt
requested, to the parties as follows:


 


If to
the Majority Stockholder, to his most recent address shown on records of the
Company or its Affiliate;


 


With
a copy to:


 


Cleary
Gottlieb Steen & Hamilton LLP


One
Liberty Plaza


New York,
NY 10006


 


Attention:  Robert J. Raymond


 


If
to the Company:


 


Newton Acquisition, Inc.


301 Commerce Street, Suite 3300


Fort Worth, TX 76102


 


Attention: General Counsel


 


With
a copy to:


 

















 


Cleary
Gottlieb Steen & Hamilton LLP


One
Liberty Plaza


New
York, NY 10006


 


Attention:  Robert J. Raymond


 


If to
the Management Stockholder, to its most recent address shown on records of the
Company or its Affiliate;


 


With
a copy to:


 


Morgan,
Lewis & Bockius LLP


101
Park Avenue


New
York, NY 10178


 


Attention:  Gary Rothstein


 


or to
such other address as any party may have furnished to the others in writing in
accordance herewith, except that notices of change of address shall only be
effective upon receipt.


 


11.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but each of
which together shall constitute one and the same document.


 


12.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to its principles of conflicts of law.


 


13.           Binding Effect.  This Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the heirs, personal representatives,
successors and permitted assigns of the parties hereto.  Nothing expressed or referred to in this
Agreement is intended or shall be construed to give any person other than the
parties to this Agreement, or their respective heirs, personal representatives,
successors or assigns, any legal or equitable rights, remedy or claim under or
in respect of this Agreement or any provision contained herein.


 


14.           Entire Agreement.  This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.


 


15.           Severability.  If any term, provision, covenant or
restriction of this Agreement, is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.


 


16.           Miscellaneous.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


*     *     *    
*     *     *


 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	
   

  	
   

  	
   

  	
  NEWTON ACQUISITION, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David A. Spuria

  
	
   

  	
  Name:

  	
   

  	
  David A. Spuria

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  



 

















 


	
   

  	
   

  	
   

  	
  NEWTON HOLDING, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David A. Spuria

  
	
   

  	
  Name:

  	
   

  	
  David A. Spuria

  
	
   

  	
  Title:

  	
   

  	
  Vice
  President & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TPG NEWTON III LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  TPG Partners III, L.P., its
  Managing Member

  
	
   

  	
  By:

  	
   

  	
  TPG GenPar III, L.P., its General
  Partner

  
	
   

  	
  By:

  	
   

  	
  TPG Advisors III, Inc.,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David A. Spuria

  
	
   

  	
  Name

  	
   

  	
  David A. Spuria

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TPG PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  TPG Gen Par IV, L.P., its
  General Partner

  
	
   

  	
  By:

  	
   

  	
  TPG Advisors IV, Inc., its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David A. Spuria

  
	
   

  	
  Name:

  	
   

  	
  David A. Spuria

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TPG NEWTON CO-INVEST I LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  TPG GenPar IV, L.P., its
  Managing Member

  
	
   

  	
  By:

  	
   

  	
  TPG Advisors IV, Inc., its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David A. Spuria

  
	
   

  	
  Name:

  	
   

  	
  David A. Spuria

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WARBURG PINCUS PRIVATE EQUITY
  VIII, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  Warburg Pincus Partners, LLC,
  its General Partner

  
	
   

  	
  By:

  	
   

  	
  Warburg Pincus & Co.,
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kewsong Lee

  
	
   

  	
  Name:

  	
   

  	
  Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WARBURG PINCUS NETHLANDS
  PRIVATE

  
	
   

  	
   

  	
   

  	
  EQUITY VIII C.V.I.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  Warburg Pincus Partners, LLC,
  its General Partner

  
	
   

  	
  By:

  	
   

  	
  Warburg Pincus & Co.,
  its Managing Member

  



 

















 


	
   

  	
  By:

  	
   

  	
  /s/ Kewsong Lee

  
	
   

  	
  Name:

  	
   

  	
  Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WARBURG PINCUS GERMANY PRIVATE

  
	
   

  	
   

  	
   

  	
  EQUITY VIII K.G.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  Warburg Pincus Partners, LLC,
  its General Partner

  
	
   

  	
  By:

  	
   

  	
  Warburg Pincus & Co.,
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kewsong Lee

  
	
   

  	
  Name:

  	
   

  	
  Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WARBURG PINCUS PRIVATE EQUITY IX,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  Warburg Pincus IX LLC, its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kewsong Lee

  
	
   

  	
  Name:

  	
   

  	
  Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
  Managing Director

  



 

















 


SCHEDULE A


MANAGEMENT
STOCKHOLDERS


 


	
   

  	
  By:

  	
   

  	
  /s/ Gerald A. Barnes

  
	
   

  	
  Name:

  	
   

  	
  Gerald A. Barnes

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steven P. Dennis

  
	
   

  	
  Name:

  	
   

  	
  Steve P. Dennis

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jeanie Galvin

  
	
   

  	
  Name:

  	
   

  	
  Jeanie Galvin

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Ronald H. Goddard

  
	
   

  	
  Name:

  	
   

  	
  Ronald H. Goddard

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James J. Gold

  
	
   

  	
  Name:

  	
   

  	
  James J. Gold

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Neva L. Hall

  
	
   

  	
  Name:

  	
   

  	
  Neva L. Hall

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Ginny Hershey

  
	
   

  	
  Name:

  	
   

  	
  Mary Virginia Hershey

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Brendan Hoffman

  
	
   

  	
  Name:

  	
   

  	
  Brendan Hoffman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Wayne A. Hussey

  
	
   

  	
  Name:

  	
   

  	
  Wayne A. Hussey

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jonathan Joselove

  
	
   

  	
  Name:

  	
   

  	
  Jonathan Joselove

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Karen Katz

  
	
   

  	
  Name:

  	
   

  	
  Karen Katz

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Lisa M. Kazor

  
	
   

  	
  Name:

  	
   

  	
  Lisa M. Kazor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steven Kornajcik

  
	
   

  	
  Name:

  	
   

  	
  Steven Kornajcik

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas Lind

  
	
   

  	
  Name:

  	
   

  	
  Thomas Lind

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Marita O’Dea Glodt

  
	
   

  	
  Name:

  	
   

  	
  Marita O’Dea Goldt

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Ann S. Paolini

  
	
   

  	
  Name:

  	
   

  	
  Ann S. Paolini

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John Russell
  Patrick

  
	
   

  	
  Name:

  	
   

  	
  John Russell Patrick

  



 


A-1

















 


	
   

  	
  By:

  	
   

  	
  /s/ Gregory G. Shields

  
	
   

  	
  Name:

  	
   

  	
  Gregory G. Shields

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Stacie Shirley

  
	
   

  	
  Name:

  	
   

  	
  Stacie Shirley

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James E. Skinner

  
	
   

  	
  Name:

  	
   

  	
  James E. Skinner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Margaret E.
  Spaniolo

  
	
   

  	
  Name:

  	
   

  	
  Margaret E. Spaniolo

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas P. Stangle

  
	
   

  	
  Name:

  	
   

  	
  Thomas P. Stangle

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ T. Dale Stapleton

  
	
   

  	
  Name:

  	
   

  	
  T. Dale Stapleton

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Ann Stordahl

  
	
   

  	
  Name:

  	
   

  	
  Ann Stordahl

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Burton M. Tansky

  
	
   

  	
  Name:

  	
   

  	
  Burton M. Tansky

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kim Yee

  
	
   

  	
  Name:

  	
   

  	
  Kim Yee

  



 


A-2